NEW OPPORTUNITY CONSULTANCY PRIVATE LIMITED

7th ANNUAL REPORT

2019-20

CORPORATE INFORMATION BOARD OF DIRECTORS

Sl. No. Name of the Director Designation

1 K. R. Kamath Chairman and Non-Executive Director

2 Ambadas Mukundrao Pedgaonkar Independent Director

3 Mohan Vasant Tanksale Independent Director

4 Ganesh Ramanand Rao Managing Director and Chief Executive Officer

5 Meenakshi Ganesh Rao Executive Director

KEY MANAGERIAL PERSONNEL

Sl. No. Name Designation

1 Loganathan R. Chief Financial Officer

2 Mona Thakkar Company Secretary

STATUTORY AUDITORS HARIBHAKTI AND CO., LLP 705, Leela Business Park, Andheri Kurla Road, Andheri (East), Mumbai - 400059. Email ID: snehal.shah1@haribhakti.co.in

REGISTRAR AND SHARE TRANSFER AGENT Satellite Corporate Services Private Limited Unit. No 49, Building No. 13 AB, 2nd Flr, Samhita Commercial Co-Op Soc. Ltd., Off. Andheri Kurla Rd., MTNL Lane, Sakinaka, Mumbai-400072. Phone Nos: 022-28520461/462 Email ID: service@satellitecorporate.com

REGISTERED OFFICE 7th Floor, No. 707/708, Cyber One, Plot No 4 & 6, Sector No. 30A, Vashi, Navi Mumbai – 400703. Tel.: 022 20870050; E-mail ID: secretarial@nocpl.in; Website: www.nocpl.in CIN: U93030MH2014PTC252078

DIRECTORS’ REPORT DEAR MEMBERS, The Directors hereby submit the Annual Report of New Opportunity Consultancy Private Limited (‘the Company’ or ‘NOCPL’), along with the Audited Financial Statements for the Financial Year (FY) ended March 31, 2020 (FY 20). The Consolidated performance of your Company and its subsidiaries have been referred to wherever required.

1. FINANCIAL (STANDALONE AND CONSOLIDATED) SUMMARY and HIGHLIGHTS: Your Company’s performance during the FY 20 as compared to previous FY ended March 31, 2019 (FY 19) is summarized below:

(Rs. In lakh)

Particulars Standalone Consolidated

2019-20 2018-19 2019-20 2018-19

Income from operations 17,151.47 13,666.05 17,174.31 13,796.65

Other Income 105.09 135.60 105.10 145.40

Total Income 17,256.56 13,801.65 17,279.41 13,942.05

Total Expenditure 12,406.64 9,636.72 12,351.47 9,835.08

Exceptional / Extra ordinary items - - - -

Profit (Loss) before tax 4,849.92 4,164.93 4,927.94 4,106.98

Provision for taxation and Deferred Taxes 1244.18 1247.05 1278.59 1247.06

Profit /(Loss) for the year 3,605.74 2,917.87 3,649.35 2,859.92

Other comprehensive Income 23.00 (9.20) 23.25 (5.25)

Profit for the period after the share of profit / (losses) of minority interest

3,628.74 2908.67 3,672.60 2,854.67

Business performance in FY 2020:

• Income from operations increased from Rs. 13,801.65 lakh in FY 19 to Rs. 17,256.56 lakh recording an annual growth of 25.03 %.

• Profit after Tax (PAT) stood at Rs. 3605.74 lakh in FY 20 as compared to Rs. 2917.87 lakh in FY 19, resulting in a Y-O-Y growth of 23.57%.

• Assets under Management (AUM) of your Company has grown at 36.53 % on a Y-O-Y basis from Rs. 141710.23 lakh in FY 19 to Rs. 193487.32 lakh in FY 20.

• Branch network has increased from 280 branches across 7 states in FY 19, to 462 branches across 11 states in FY 20.

• Number of principals for whom your Company works as Business Correspondent has increased from 5 in FY 19 to 11 in FY 20.

2. TRANSFER TO RESERVES

• STANDALONE

The Company has transferred the entire profit of Rs. 3628.74 lakh to the general reserve.

• CONSOLIDATED

The Company has transferred the entire consolidated profit of Rs. 3672.60 lakh to the general reserve.

3. DIVIDEND

With a view to conserve the resources for meeting the increasing working capital requirements of the Company, the Directors do not recommend any dividend for the FY 20.

4. STATE OF AFFAIRS AND FUTURE OUTLOOK: The FY 20 began with huff and puff. The accelerated political activities that comes with General

Elections was visible all around until the declaration of election results. Your Company

encountered numerous limitations and restrictions which hindered the normal business

activities. The business picked up from second quarter. During the year, your company fostered

6 new partnerships with various Banks and commenced business in several new states. Your

Company established geographical presence in 11 states, and are steadily inching towards a

nation-wide presence. In the month of March - 2020, your Company was hit by an

unanticipated global pandemic - the Corona virus. This pandemic led to a nation-wide

lockdown, requiring us to press pause button on our business operations. Your Company has

closed the previous year ’s business with a reasonably good performance. While the battle is

still raging on, it is certain that through a new business model ensuring social distancing and

accelerated digital innovations, business will be back to normal shortly. The Company is

optimistic to move to a new normal that presents us with diverse opportunities.

During FY 20, your Company has initiated a lot of steps to improve efficiency and reduce the

risk. Your Company would like to list down a few important initiatives:

• The process of onboarding customers for new loans has been further improved with

Credit Bureau integration. The on-boarding process is now faster and highly efficient.

• We have achieved 100 % cashless disbursement of loans, which has resulted in reduction

of fraud and cash in transit risk.

• The collection process is completely paperless. Our digital collection software has

increased efficiency and minimized the reconciliation process with real-time data.

• Your Company has commenced business in Assam, Odisha, Uttar Pradesh and Rajasthan.

We are now present in 11 states and inching towards being a national player.

• Your Company has entered into BC partnership with Axis Bank, Equitas SFB, Fincare SFB,

Fed Fin and Northern Arc thus reducing the principal concentration risk.

• Your Company is driven by passion and are proud to put “Employee first” in all our

initiatives. Your Company has initiated various employee benefit schemes to further

strengthen this bond.

• An internal audit system has been put in place by appointing a Chartered Accountant

firm as Internal Auditors to get an independent view on the functioning of the Company

and improve the processes.

5. CHANGE IN NATURE OF BUSINESS There is no change in the nature of business of your Company during the FY 20.

6. SUBSIDIARY

In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of Indian Association for Saving and Credit (IASC), the Subsidiary Company in form AOC-1 is appended as Annexure A which forms a part of this Report. There is no business activity in the Subsidiary Company for the whole FY 20. PAT is derived from the Interest Income received by the Company from the loans provided.

• Profit After Tax stood at Rs. 43.64 lakh in FY 20 as compared to Rs. (57.95 lakh) in FY 19.

7. CHANGES IN CAPITAL AND DEBENTURES

There was no change in the share capital during the FY 20. No debentures were issued by the Company during the FY 20. The Company has redeemed 440 Listed Non-Convertible Debentures (NCDs) issued to AAV SARL aggregating to Rs. 4.40 crore on 24th August, 19. After the full redemption of NCDs, the Company has delisted from BSE Ltd.

8. DEPOSITS Your Company has not accepted any deposits during the FY 20.

9. CREDIT RATING OF SECURITIES The credit rating provided by ICRA for non-convertible debentures of the Company is [ICRA] BB (pronounced ICRA double B) with stable outlook. Since the NCD have been redeemed the Company doesn’t intend to continue the credit rating of securities.

10. ANNUAL RETURN As per Section 134 (3) (a) of the Companies Act, 2013 (the Act ), annual return/ extract of annual return referred to in Section 92 of the Act has been placed at the web site https://www.nocpl.in/financial.html is appended as Annexure B.

11. BOARD OF DIRECTORS AND MEETINGS As on date of this report, your Company’s Board of Directors comprises of the following members, namely:

Sl. No. Name of the Director Designation DIN

1 K. R. Kamath Chairman and Non-Executive Director 01715073

2 Ambadas Mukundrao Pedgaonkar

Independent Director 03540861

3 Mohan Vasant Tanksale Independent Director 02971181

4 Ganesh Ramanand Rao Managing Director and Chief Executive Officer

02302989

5 Meenakshi Ganesh Rao Executive Director 06748708

No change took place in the Board’s composition during the FY 20. BOARD MEETINGS: During the FY 20, 4 (four) Board Meetings were held on Apr 26, 19, Jul 26, 19, Nov 1, 19 and Jan 31, 20 respectively and all the Directors were present in all the Board meetings held during the FY 20.

COMMITTEES OF THE BOARD Currently, the Board has 4 (four) Committees: Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Management Committee.

• AUDIT COMMITTEE:

During the FY 20, 4 (four) Audit Committee meetings were held on Apr 26, 19, Jul 26, 19, Nov 1, 19 and Jan 31, 20 respectively and all the Members were present in all the Audit Committee meetings held during the FY 20.

All the recommendations made by the Audit Committee were accepted by the Board.

• NOMINATION AND REMUNERATION COMMITTEE: During the FY 20, 3 (three) meeting of the Nomination and Remuneration Committee was held on Apr 26, 19, Jul 26, 19 and Nov 1, 19 respectively and all the Members were present in all the meetings held during the FY 20.

• CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

During the FY 20, 1 (One) meeting of the Corporate Social Responsibility Committee (CSR) was held on Apr 26, 19 and all the Members were present in all the CSR committee meetings held during the FY 20.

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has adopted a Policy on CSR and the Policy has been placed on the website of the Company. The salient features of the policy & report on CSR is attached as Annexure C to this Report.

• MANAGEMENT COMMITTEE:

During the FY 20, 19 (Nineteen) meetings of the Management Committee were held on Apr 3, 19, May 21, 19, Jun 6, 19, Jun 21, 19, Jul 11, 19, Jul 27, 19, Aug 16, 19, Aug 28, 19,

Sept 12, 19, Sept 28, 19, Oct 16, 19, Nov 7, 19, Nov 26, 19, Dec 11, 19, Dec 26, 19, Jan 10, 20, Jan 29, 20, Feb 19, 20 and Mar 6, 20.

Particulars of the composition and attendance of Members at the Management Committee Meetings are given below:

Sr. No. Name Nature Attendance

1 Mr. Ganesh Ramanand Rao Chairman and Managing Director

19

2 Mr. K. R. Kamath* Non-Executive Director 1

3 Mrs. Meenakshi Ganesh Rao Executive Director 19

4 Mr. Loganathan R. Chief Financial Officer 18

*During the FY 20, Mr. K. R. Kamath ceased to be a member of the Management Committee and Mr. Loganathan R. was inducted as a member subsequent to reconstitution of the Management Committee by the Board at its meeting held on 26th Apr, 19.

12. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors (IDs) have submitted declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. In the opinion of the Board, these IDs fulfill the conditions specified in the Act and the rules made thereunder for appointment as IDs and confirm that they are independent of the Management.

13. DIRECTORS’ RESPONSIBILITY STATEMENT To the best of their knowledge and belief, and according to the information and explanations obtained by them, the Directors confirm the following in terms of Section 134 of the Companies Act, 2013 and the Rules made thereunder: -

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the Directors has selected such accounting policies and applied them consistently and

made judgments and estimates that are reasonable and prudent so as to give a true and

fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d. the Directors has prepared the annual accounts on a going concern basis;

e. the Directors has laid down internal financial controls which are adequate and operating

efficiently;

f. the Directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

g. the Directors has complied with the provisions relating to the constitution of Internal

Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

14. ANNUAL EVALUATION

Your Company has adopted a Policy on appointment, remuneration and evaluation of the Directors, Key Managerial Personnel and Senior Management (the “Policy”) as required by the provisions of Section 178 of the Companies Act, 2013 (the “Act”). The purpose of this Policy is to establish and govern the procedures applicable to evaluate the performance of the members of the Board, modalities for remuneration payable to Directors, Key Managerial Personnel (KMP) and Senior Management and laying down manner of appointment of KMP and Senior Management personnel. The policy also lays down criteria for evaluation of the Board as a whole, Individual Directors, Committees and Chairman.

Board has carried out the Annual performance evaluation for the FY 20, on Nov 1, 19 of its own performance, the Directors individually as well as the working of its Committees. A structured exercise was carried out based on the criteria for evaluation forming part of the Directors Appointment, Remuneration & Evaluation Policy. Inputs were received from the Directors covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, attendance at Meetings, Board culture, duties of Directors, and governance. A separate exercise was carried out to evaluate the performance of individual Directors including Independent Directors and the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its Stakeholders etc. The Nomination & Remuneration Committee has reviewed the implementation and compliance of the evaluation framework and has found the same to be in order.

The aforesaid policy has been placed on the website of the Company. The weblink to the policy is https://www.nocpl.in/policies.html.

15. LOAN FROM DIRECTORS The Company has not obtained any unsecured loan from Directors during the FY 20.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 During the FY 20, your Company had not granted any loans or guarantees or made any investments covered under Section 186 of the Act. The standing investments of your Company, as on FY 20 were as follows:

Sl. No.

Date of Investment

Details of Investee

Amount (In Rs.)

Purpose for which

the proceeds

from investment

is proposed

to be utilized by

the recipient

Date of Board

Resolution

Date of Special

Resolution

Expected rate of return

1 20th April

2015

Indian Association For Savings And Credit (Subsidiary Company)

59,98,700* - 20th April

2015 NA NA

* The nominal value of the investment in the equity share capital of Subsidiary Company is

Rs. 59,98,700. The total investment value (including premium paid for acquisition of the equity

shares of the subsidiary company is Rs 1,80,50,000)

No fresh investment was made in the share capital of the subsidiary company during FY 20.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All transactions entered into by the Company with related parties were in the ordinary course of business and on an arm’s length basis. The Company did not enter into any material transaction with such related parties, under Section 188 of the Companies Act, 2013, during the year. Form

AOC-2, as required under Section 134 (3) (h) of the Act, read with Rule 8 (2) of the Companies (Accounts) Rules 2014, is attached as part of this report, vide Annexure D.

18. KEY MANGERIAL PERSONNEL Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the rules made thereunder, the following employees are the whole-time Key Managerial Personnel of the Company: 1. Ganesh Rao, Managing Director and CEO 2. Meenakshi Rao, Executive Director 3. Loganathan R., Chief Financial Officer 4. Mona Thakkar, Company Secretary No change took place in the composition of the whole-time Key Managerial Personnel of your Company during the FY 20.

19. PARTICULARS OF EMPLOYEES In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement needs to be included showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration exceeding Rs. 1.02 Cr (Rupees One crore and two lakh) per annum for FY 20 in aggregate or Rs. 8.50 lakh (Rupees Eight lakh fifty thousand) per month. None of the employees of the Company draw remuneration exceeding the above limits. The disclosures relating to the details as required under Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. Having regard to the provisions of the second proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to members excluding the information specified under Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection at the Registered Office of your Company on all working days, during business hours. Any member interested in obtaining such information may write to the Company and the same will be furnished on request.

20. AUDITORS AND AUDITORS’ OBSERVATIONS A. Statutory Auditors: M/s. Haribhakti and Co. LLP, Chartered Accountants., were appointed as the Statutory Auditors of the Company at the Annual General Meeting (AGM) of the Shareholders held on September 30, 2015, to hold office from the conclusion of that meeting up to the conclusion of the ensuing AGM. It is now proposed to reappoint M/s. Haribhakti and Co. LLP, Chartered Accountants as the Statutory Auditors of the Company at the ensuing AGM of the Shareholders for a second term of 5 years as may be approved in the ensuing AGM on such remuneration in the manner laid down by the Shareholders.

The report of the Auditors on the Financial Statements is attached herewith. The report does not contain any qualification, reservation or adverse remark. The notes to the accounts forming part of the financial statements are self-explanatory and need no further clarifications or explanations. There have been no frauds reported by the Auditors other than the ones detected and reported by the management for the FY 20 pursuant to Section 143 of the Companies Act, 2013. B. Internal Auditors: In order to strengthen the Internal Control Mechanism your company has appointed M/s. Ramakrishnan and Co., Chartered Accountants as the Internal Auditors of your Company.

21. SECRETARIAL AUDITORS’ REPORT M/s. S. Sandeep & Associates, Practicing Company Secretaries have been appointed to conduct the Secretarial Audit of your Company. The Secretarial Audit Report for the FY 20 (Annexure E) forms a part of Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

22. COST RECORDS The Company was not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Act.

23. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY There are no material changes and commitments in your Company between March 31, 2020 and the date of this report having an adverse bearing on the financial position of the Company except for the fact that the nation-wide lock down has been extended multiple times and the business of the Company is in a pause mode.

24. RISK MANAGEMENT

Your Company, being a Business Correspondent to various Banks/NBFCs, has to manage various risks. The management reviews and monitors these risks at periodical intervals.

Your Company has adopted a ‘Risk Management Policy' covering appropriate risk-management measures, systems and processes that seek to strike an appropriate balance between risk and returns.

25. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS The Company has adopted Internal Control Systems and Procedures considering the nature of business and complexity of its operations for ensuring orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, processes for

prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial statements. With a view to suggest improvements, add value and strengthen the overall internal control system including risk management, the Company has appointed a Chartered Accountants’ firm as Internal Auditors, who shall provide an independent and critical appraisal of the functioning of the Company on a continuous basis. All significant observations of Internal Audit, its suggestions and follow-up action are being presented to the Board’s Audit Committee on periodical basis.

26. INVESTOR EDUCATION AND PROTECTION FUND (IEPF) Your Company has not declared any dividends from its incorporation. Hence, there is no unclaimed dividend relating to the earlier financial years, which needs to be transferred to the Investors Education and Protection Fund, in terms of Section 125 of the Companies Act, 2013.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS During the FY 20, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

28. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

• Conservation of Energy and Technological Absorption

Your company has no activity relating to conservation of energy or technology absorption.

• Foreign Exchange Earnings and Outgo

Your company during the FY 20 had no earnings or expenditure in foreign exchange.

29. WHISTLE BLOWER POLICY AND VIGIL MECHANISM Your Company is in compliance with Section 177 of the Companies Act, 2013 and has established a Vigil Mechanism and has adopted a Whistle Blower Policy for Directors and Employees to report their genuine concerns to the Chairman of the Audit Committee.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Your Company has in place a 'Policy for Prevention of Sexual Harassment at Workplace' in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees and visitors at workplace are covered under the Policy. As per the provisions of the Act, Internal Complaints Committees (ICC) have been

set up at Head and Coimbatore Zonal Office to redress complaints regarding sexual harassment. With a view to publicize the Company's Policy and as a measure for prevention of sexual harassment, the external member of the ICC (Practicing Advocate dealing with Labour Law & Women Issues) conducted 'Awareness Session' at Head Office by explaining the nuances of relevant provisions of the Act to the employees and shared their views/ experiences in resolving such complaints. No complaint necessitating action by the ICC has been received by your Company during the FY 20.

31. SECRETARIAL STANDARDS OF ICSI Your Company is in compliance with the relevant provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government.

32. ACKNOWLEDGEMENT The Directors wish to thank the Principal Banks/NBFCs, Customers, Service Agencies, and other Stakeholders for their support. The Directors also thank the Employees for their contribution during the FY 20.

For and on behalf of the Board SD/-

Chairman Place: Mumbai K. R. Kamath Date: 26.05.2020 DIN: 01715073

ANNEXURE A FORM AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries:

(Rs. in lakh)

Sl. No. Particulars Details

1. Name of the subsidiary Indian Association for Savings and Credit

2. Reporting period for the subsidiary concerned, if different from the Holding Company’s reporting period

March 31, 2020

3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of Foreign Subsidiaries

NA

4. Share capital 60.00

5. Reserves & surplus 1942.92

6. Total assets 2066.75

7. Total Liabilities 2066.75

8. Investments --

9. Turnover --

10. Profit before taxation 78.03

11. Provision for taxation --

12. Profit after taxation 43.64

13. Proposed Dividend 0

14. % of shareholding 99.98%

For and on behalf of the Board of Directors

For New Opportunity Consultancy Private Limited

SD/- SD/- K.R. Kamath Ganesh Ramanand Rao

Chairman Managing Director and CEO DIN: 01715073 DIN: 02302989

SD/- SD/-

Loganathan R. Mona Jeetendra Thakkar Chief Financial Officer Company Secretary

(A43836)

1

2

3

4

6

Sl. No.

1

Sl. No.

Holding/

Subsidiary/

Associate

% of shares

held

1 Subsidiary 99.98%

Demat Physical Total% of Total

SharesDemat Physical Total

% of Total

Shares

4,999,950 - 4,999,950 93.33% 4,999,950 - 4,999,950 93.33% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

4,999,950 - 4,999,950 93.33% 4,999,950 - 4,999,950 93.33% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

4,999,950 - 4,999,950 93.33% 4,999,950 - 4,999,950 93.33% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - - - - - 0.00% 0.00%

357,550 - 357,550 6.67% 357,550 - 357,550 6.67% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

- - - 0.00% - - - 0.00% 0.00%

357,550 - 357,550 6.67% 357,550 - 357,550 6.67% 0.00%

357,550 - 357,550 6.67% 357,550 - 357,550 6.67% 0.00%

5,357,500 - 5,357,500 100.00% 5,357,500 - 5,357,500 100.00% 0.00%

Registration Date 15-01-2014

Name of the Company NEW OPPORTUNITY CONSULTANCY PRIVATE LIMITED

Category/Sub-category of the Company Company Limited by Shares / Non-govt company

ANNEXURE A

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2020

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I.  REGISTRATION & OTHER DETAILS:

CIN U93030MH2014PTC252078

No: 707/708, 7th Floor, Cyber One, Plot No 4 & 6, Sector No. 30A, Vashi, Navi Mumbai, Maharashtra, India – 400703

contact details 022 20870050

Whether listed company No

III.     PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

7 Name, Address & contact details of the Registrar & Transfer Agent, if any.

Satellite Corporate Services Private Limited and address is Unit. No 49, Building No. 13 AB, 2nd Floor, Samhita

Commercial Co-Op Society Ltd, Off Andheri Kurla Rd, MTNL Lane, Sakinaka, Mumbai – 400 072, Maharashtra, Tel.

No.: 022-28520461/462; Email Id: service@satellitecorporate.com

II.  PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

Name and Description of main products / servicesNIC Code of the

Product/service% to total turnover of the company

5Address of the Registered office &

Name and address of the Company CIN/GLNApplicable

Section

Activities of head offices; management consultancy activities 70200 100%

Category of Shareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year

% Change during the year

A. Promoters

(1) Indian

Indian Association for Savings & Credit U91110MH1998NPL113558 Sec 2(87)

IV.    SHARE HOLDING PATTERN

(Equity share capital breakup as percentage of total equity)

(i) Category-wise Share Holding

Sub Total (A) (1)

(2) Foreign

a) NRI Individuals

b) Other Individuals

c) Bodies Corp.

d) Any other

a) Individual/ HUF

b) Central Govt

c) State Govt(s)

d) Bodies Corp.

e) Banks / FI

f) Any other

b) Banks / FI

c) Central Govt

d) State Govt(s)

e) Venture Capital Funds - -

Sub Total (A) (2)

TOTAL (A)

B. Public Shareholding

1. Institutions

a) Mutual Funds

0.00%

f) Insurance Companies

g) FIIs

h) Foreign Venture Capital Funds - - - 0.00% - -

- 0.00% - - - 0.00%

2. Non-Institutions

a) Bodies Corp.

i) Indian

ii) Overseas

b) Individuals

i) Individual shareholders holding

nominal share capital upto Rs. 1 lakh

- 0.00% 0.00%

i) Others (specify)

Sub-total (B)(1):-

Trusts

Foreign Bodies - D R

Sub-total (B)(2):-

Total Public (B)

C. Shares held by Custodian for GDRs &

ADRs -

ii) Individual shareholders holding

nominal share capital in excess of Rs 1

lakh

c) Others (specify)

Non Resident Indians

Overseas Corporate Bodies

Foreign Nationals

Clearing Members

0.00% 0.00%

Grand Total (A+B+C)

- - 0.00% - - -

No. of

Shares

% of total

Shares of

the

company

% of Shares

Pledged/

encumbered to

total shares

No. of Shares

% of total

Shares of the

company

% of Shares

Pledged /

encumbered

to total shares

1 2,324,900 43.40% - 2,324,900 43.40% - 0.00%

2 2,675,050 49.93% 38.14% 2,675,050 49.93% 23.14% 0.00%

4,999,950 93.33% 38.14% 4,999,950 93.33% 23.14% 0.00%

% of total

shares% of total shares

At the beginning of the year

1 43.40% 43.40%

2 49.93% 49.93%

0.00% 0.00%

At the end of the year

1 43.40% 43.40%

2 49.93% 49.93%

% of total

shares% of total shares

At the beginning of the year

1 6.67% 6.67%

Date wise Increase/Decrease in

Share holding during the year

specifying the reasons for

increase/decrease

At the end of the year

1 Mr. Jasbinder Singh Toor 6.67% 6.67%

% of total

shares% of total shares

At the beginning of the year

1 43.40% 43.40%

2 49.93% 49.93%

0.00% 0.00%

0.00% 0.00%

1 Mrs. Meenakshi Ganesh Rao 43.40% 43.40%

2 Mr. Ganesh Ramanand Rao 49.93% 49.93%

SN. Total Amount

Meenakshi

Rao - ED(Rs/Lac)

34.71 133.21

- -

- -

- 0.00

2 - 0.00

3 - 0.00

- 0.00

- -

- 0.00

5 - 0.00

34.71 133.21

- -

2,324,900

2,675,050

2,324,900

2,675,050

357,550357,550

(v) Shareholding of Directors and Key Managerial Personnel:

Sl.No. Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares No. of shares

Mr. Jasbinder Singh Toor 357,550 357,550

-

Mr. Ganesh Ramanand Rao

(ii) Shareholding of Promoter

Sl.No. Shareholder’s Name

Shareholding at the beginning of the year Shareholding at the end of the year

% change in shareholding during

the year

Mrs. Meenakshi Ganesh Rao 2,324,900 2,324,900

Mrs. Meenakshi Ganesh Rao

Mr. Ganesh Ramanand Rao

Total

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl.no. Particulars

Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares No. of shares

Mrs. Meenakshi Ganesh Rao 2,324,900 2,324,900

Mr. Ganesh Ramanand Rao 2,675,050 2,675,050

- - Date wise Increase/ Decrease in Promoters Share holding during the year specifying the reasons

for increase/decrease

Mr. Ganesh Ramanand Rao 2,675,050 2,675,050

(iv) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs):

Sl.No. For each of the Top 10 shareholders

Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares No. of shares

2,675,050

Date wise Increase / Decrease in Share holding during the year specifying the reasons for

At the End of the year - -

Mrs. Meenakshi Ganesh Rao 2,324,900 2,324,900

-

2,675,050

Indebtedness at the beginning of the financial year

i) Principal Amount 517.92 2,120.00 NA 2,637.92

V. INDEBTEDNESS

(Amt. Rs. Lakhs)

Particulars Secured Loans Unsecured Loans Deposits Total Indebtedness

Total (i+ii+iii) 567.10 2,120.00 NA 2,687.10

Change in Indebtedness during the financial year

ii) Interest due but not paid NA -

iii) Interest accrued but not due 49.18 NA 49.18

Net Change 524.64 47.92 NA 572.56

Indebtedness at the end of the financial year

* Addition 1,500.00 50.00 NA 1,550.00

* Reduction (975.36) (2.08) NA (977.44)

i) Principal Amount 3,162.57 47.91 NA 3,210.48

ii) Interest due but not paid NA -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Particulars of Remuneration

NameGANESH RAMANAND RAO - MD

and CEO

iii) Interest accrued but not due 21.99 NA 21.99

Total (i+ii+iii) 3,184.56 47.91 NA 3,232.47

Name of MD/WTD/ Manager

Designation

1

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 -

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 -

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 -

Others, please specify

Total (A) 98.50

Ceiling as per the Act -

Stock Option -

Sweat Equity -

4

Commission

- as % of profit -

- others, specify -

98.50

-

-

SN.

MOHAN

VASANT

TANKSALE

4.00 8.00

4.00 8.00

Total Amount

3.75

12.00

15.75

- -

- -

Mona Jeetendra

Thakkar

CS

5.97 31.68

- -

- -

2 - -

3 - -

- -

- -

- -

5 - -

5.97 31.68

-

-

-

-

-

-

-

-

-

sd/-

Date 26/05/20

Place: Mumbai

B. Remuneration to other Directors

2

Other Non-Executive Directors

RAMACHANDRA

KASARGOD KAMATH

Fee for attending meetings of Board / Committees of Board 3.75

Commission

Particulars of Remuneration

1

Independent Directors

AMBADAS

MUKUNDRAO

PEDGAONKAR

Fee for attending meetings of Board / Committees of Board 4.00

Commission

Others, please specify

Others, please specify

1. Professional Fees paid

12.00

Name of Director

Total (2)

Total (B)=(1+2) 15.75

Total (1) 4.00

Total Managerial Remuneration -

Overall Ceiling as per the Act -

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sl. No.

Particulars of Remuneration

Name Loganathan R.

Designation CFO

Total Amount

(Rs/Lac)

1

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act,

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

4

Commission

- as % of profit

- others, specify

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

Stock Option

Sweat Equity

Appeal made, if any (give Details)

A. COMPANY - NA

Penalty - - - -

Others, please specify -

Total 25.71

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description

Details of Penalty /

Punishment/ Compounding

fees imposed

Authority [RD / NCLT/ COURT]

B. DIRECTORS - NA

Penalty - - - -

Punishment - - - -

Compounding - - - -

Punishment - - - -

Compounding - - - -

Total Amount

(Rs/Lac)

For New Opportunity Consultancy Private Limited

KR Kamath

Chairman

DIN: 01715073

Punishment - - - -

Compounding - - - -

C. OTHER OFFICERS IN DEFAULT - NA

Penalty - - - -

Name of Key Managerial Personnel

-

-

-

-

-

-

-

25.71

ANNEXURE C

ANNUAL REPORT ON CSR ACTIVITIES

1. CSR Objectives and brief outline of the Company’s CSR Policy:

Your Company has adopted a Corporate Social Responsibility policy pursuant to Section 135 of the Companies Act, 2013. Your Company is a new generation service provider in the business of promoting financial inclusion. The Company acts as Authorized Business Correspondents to multiple Banks and Non-Banking Finance Companies (NBFCs) in India. Your Company’s goal of financial inclusion is incomplete unless it provides or enhances the livelihood opportunities of its customers. Since NOCPL is a growing company and is committed towards social welfare of the common people as it caters to the needs of self-employed, informal segment of customers belonging to low income, primarily from semi urban and rural markets. The Company seeks to positively impact the lives of the disadvantaged by supporting and engaging in activities that aim to improve their well-being. The Company’s CSR Policy has been uploaded on the website of the Company and the web link to CSR policy is http://nocpl.in/policies.html. 2. Composition of the CSR Committee

Sl. NO. NAME DESIGNATION

1 Mrs. Meenakshi Rao Chairman and Executive Director

2 Dr. Ambadas Pedgaonkar Independent Director

3 Mr. Mohan Tanksale Independent Director

3. Average net profit of the Company for the last three financial years: The average profits for the last three years calculated was Rs. 2907.01 lakh for CSR during the FY 20:

FY PBT as per IND AS (Rs. In lakh)

2018 - 2019 4328.11

2017- 2018 3095.79

2016 - 2017 1297.14

Total 8721.04

Avg of PBT (last 3 years) 2907.01

2% of Avg PBT 58.14

4. Prescribed CSR expenditure (2% of the amount as in item 3 above) The Company during the FY 20 is required to spend Rs. 58.14 lakh towards CSR. 5. Details of CSR spent during the financial year: a) Total amount spent for the FY 20; Rs. 60.25 lakh b) Amount unspent, if any; NA

A detailed note on the CSR initiatives of the Company is appended as Schedule I.

c) Manner in which the amount spent during the FY 20 is detailed below:

(Rs. in lakh)

CSR Project or activity identified

Sector in which project is covered

Projects or Programmes (1) Local Area or other (2) Specify the State & District where projects or programs was undertaken

Amount outlay (budge) project or programs wise

Amount spent on the projects or programs Sub-heads: (1) Direct expenditure on projects or programs (2) Overheads

Cumulative expenditure up to the reporting period

Amount spent: Direct or through implementing agency

1. Nukkad Pathshala

Promotion of education

Tamil Nadu covering 13 Districts Tuticorin, Virudhunagar, Coimbatore, Trichy, Thanjavur,Dindigul,Theni,Madurai, Salem, Thirupur,Erode, Namakkal, and Dharmapury. Totally 38 Nukkad Pathshala centers are operational with 41 teachers and 1235 students.

50.54 50.54 50.54

Direct

2.TN/Kerala during Floods and Cyclone

Social impact projects

Thanjavur, Thiruvarur, Nagapattinam and Pudukotai -Cyclone affected districts of Tamil Nadu and Flood affected 8 districts of Kerala namely Ernakulam, Alpuzza, Kottayam, Pathinamthitta, Thrissur, Palakad, Kollam and Trivandrum.

3.37 3.37 3.37 Direct

3. Adoption of Pillur Tribal Village

Eradicating hunger, poverty, malnutrition and

Coimbatore district in Pillur Village

3.60 3.60 3.60 Direct

CSR Project or activity identified

Sector in which project is covered

Projects or Programmes (1) Local Area or other (2) Specify the State & District where projects or programs was undertaken

Amount outlay (budge) project or programs wise

Amount spent on the projects or programs Sub-heads: (1) Direct expenditure on projects or programs (2) Overheads

Cumulative expenditure up to the reporting period

Amount spent: Direct or through implementing agency

promoting healthcare, education

4.Training Employment enhancing vocational skills

Trichy, Tirupur, Tirunelveli, Madurai, Kanchipuram, Chennai, Namakkal, Coimbatore, Salem, Thanjavur districts of Tamil Nadu, Thrissur in Kerala and Pune and Solapur districts of Maharashtra.

2.74 2.74 2.74 Direct

Total 60.25 60.25 60.25

AGM MEETING AGENDA – 26.07.2019

6. In case the company has failed to spend two percent of the average net profits of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Boards report: Not Applicable 7. The CSR committee confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the company.

Sd/- Ganesh Rao Managing Director

Sd/- Meenakshi Rao Chairman of CSR Committee

AGM MEETING AGENDA – 26.07.2019

SCHEDULE – I

IMPARTING SKILLS, BUILDING LIVES

The Corporate Social Responsibility (CSR) programs of the Company, were started since the inception of the organization. During FY 20, the Company partnered with various polytechnics, hospitals, ITI’s and undertook community development projects in the fields of Skill building, Education and Healthcare.

Skill Development

Your Company has collaborated with polytechnics, ITIs, National Skill Development Corporation approved institutions and bank sponsored RSETIs to provide free training programs to our members and their wards. These institutions have adequate infrastructure, facilities and technical know-how to carry out skill development activities. Your Company acts as the sourcing partners for these reputed institutions by identifying members and their families who need livelihood skills and enroll them in income generating training programs. On completion of the course, participants are placed in reputed organizations through our network partners. Beneficiaries are encouraged to be self-employed, wherein, your company helps them avail credit through our bank partners.

Some of our valued Associate Partners are:

• State Bank of India Rural Self-employment Institute • Indian Bank Self-employment Training Institute. • Canara Bank Self-employment Training Institute • Syndicate Bank Self-employment Training Institute. • Indian Overseas Bank Self-employment Training Institute • Carborundum Universal Ltd. • Ramakrishna Mission Vidhyalaya, Coimbatore • PSG Arts and Science College.

In the FY 20, 7673 beneficiaries enrolled in various skill development programs conducted by NOCPL. More than 600 were employed in reputed organizations while a substantial number chose to start their own business enterprise.

FY YEAR 2019 - 2020

Candidates 7673

Impact 1270

Impact % 17%

AGM MEETING AGENDA – 26.07.2019

Education - Nukkad Pathshala

For the benefit of our member’s children, your Company have set up free after-school learning centers in various villages close to our branches, called 'Nukkad Pathshala'. Our Pathshalas seek to bring to every corner or 'Nukkad', an unrivalled passion to learn. Nukkad Pathshala aims at delivering foundational English, Math and Science skills to children of various age groups - ranging from five to fifteen. Your Company hopes to bring about an education revolution and help our students reach the stars with the help of experienced teachers and professors. Currently, 38 Nukkad Pathshala centers are operational across Tamil Nadu, with a strength of 41 teachers and 1235 students.

Highlights of the year

Nukkad Pathshala

1. Your Company has set up well stocked libraries in all our Nukkad Pathshala centers. “Friday Book Club” was launched, where students pick a book a week and discuss it with their peers. There is a noticeable change in their confidence and speaking skills.

2. Your Company has introduced a “Pathshala Town House” where parents and students attended guest lectures on topics around ‘Child welfare and development’

3. Your Company has launched our Online Mentorship Program by setting up projectors in 5 of our centers. Students interacted with their mentors through video calls and learned English through short stories and activities. The mentors are noticing a significant change in our student’s confidence when they speak English.

4. Your Company has developed low-cost, activity-based learning kits for Nukkad Pathshala students to help strengthen their foundational Math and Science. These kits were made through a volunteer drive conducted in the month of December, with over 250 participants.

5. Your Company teachers were trained on how to use the YWCA syllabus to help develop our student’s English skills.

6. Your Company has launched our “A Value a Month” program, wherein we teach kids one value a month, and re-inforce the value through activities conducted throughout the month. These activities were shared in our social media and received a lot of outside participation.

7. All national and regional festivals were celebrated across all our Nukkad Pathshala centers. 8. Our initiative was published in several publications like- DT Next, Grehlakshmi magazine, and

Eenadu Vasundhara.

Skill Development

1. Job Fair: Job fairs were organized in 4 regions for more than 1,500 candidates. 2. Murugappa and Ramakrishna ITI Course: Your Company has conducted the Murugappa and

Ramakrishna entrance exam this year. 600 students wrote the entrance exam in Tamil Nadu out of which 23 candidates have joined the 2- years free ITI course of Murugappa and 29

AGM MEETING AGENDA – 26.07.2019

candidates have joined the 2-years free ITI course of Ramakrishna mission Vidhyalaya. 3. Women Entrepreneurship: Promotional drives were organized for budding women

entrepreneurs in partnership with various colleges and communities by enabling them to put up stalls and market their products.

4. Awareness Programs: Micro credit awareness programs were organized for members where the opportunities and threats of credit were explained in detail.

5. Education Sponsorship: Your Company has sponsored 10 disadvantaged students for under graduate programs at Ramakrishna Arts and Science College.

Tribal Village Adoption Program

Your Company has -

• distributed clothes to 150 tribals in Pillur village

• sponsored higher education for one tribal student.

• distributed educational book to Pillur GTR School students.

• equipped the villagers with the supplies needed to further eco-tourism.

• provided a computer to the village school.

• provided drinking water supply by setting up a borewell in the village.

AGM MEETING AGENDA – 26.07.2019

ANNEXURE D

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8 (2) of the

Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with

related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including

certain arm’s length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis

All transactions entered into by the Company during the year with related parties were

on an arm’s length basis.

2. Details of material contracts or arrangement or transactions at arm’s length basis

The transactions entered into by the Company during the year with related parties on an

arm’s length basis were not material in nature.

For and on behalf of the board SD/-

Chairman Place: Mumbai K. R. Kamath Date: 26.05.2020 DIN: 01715073

AGM MEETING AGENDA – 26.07.2019

ANNEXURE E SECRETARIAL AUDIT REPORT

for the financial year ended March 31, 2020

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To, The Members, NEW OPPORTUNITY CONSULTANCY PRIVATE LIMITED 7th FLOOR, NO. 707/708, CYBER ONE, PLOT NO 4&6 SECTOR 30A, VASHI NAVI MUMBAI – 400703. We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices of M/s. NEW OPPORTUNITY CONSULTANCY PRIVATE LIMITED (CIN: U93090MH2014PTC252078) (hereinafter called “the Company”). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March 2020, has complied with the statutory provisions listed hereunder and

AGM MEETING AGENDA – 26.07.2019

also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter. We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2020 according to the provisions of: The Companies Act, 2013 (the Act) and the rules made thereunder; The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder as applicable to the Company; The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder as applicable to the Company. The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder. The Company does not have any Foreign Direct Investment, External Commercial Borrowings or other credit facilities or Overseas Direct Investment. The following regulations and guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): a. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client. b. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; c. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; We have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India. The Company has entered into a listing agreement with BSE Ltd. in respect of the non-convertible debentures issued by the Company. The Company has complied with the requirements of the said listing agreement. During the period under review the Company has complied with the provisions of the applicable Acts, Rules, Regulations, Guidelines, Standards, etc. as mentioned above. WE FURTHER REPORT THAT, during the audit period there were no actions / events in pursuance of:

AGM MEETING AGENDA – 26.07.2019

The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; The Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014; The Securities and Exchange Board of India (Delisting of equity shares regulations), 2009 The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 WE FURTHER REPORT that the Board of Directors of the Company is duly constituted with proper balance of Executive, Non-Executive Directors and Independent Directors. No changes took place in the composition of the Board of Directors during the period under review. Adequate notice is given to all the Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. WE FURTHER REPORT that, based on the information provided by the Company, its officers and authorized representatives during the conduct of the audit, and also on the review of quarterly compliance reports taken on record by the Board of Directors of the Company, in our opinion, adequate systems and processes and control mechanism exist in the Company to monitor and ensure compliance with applicable general laws. As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were taken unanimously and no dissenting views have been recorded. WE FURTHER REPORT that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. WE FURTHER REPORT that, during the audit period, the Company has redeemed 440 Listed Non-Convertible Debentures (NCDs) issued to AAV SARL aggregating to Rs 4.4 crore on 24th August 19. After the full redemption of NCDs, the Company has delisted from BSE.

For S Sandeep & Associates Company Secretaries

Place: Chennai SD/- Date: 26/05/2020 S. Sandeep UDIN: F005853B000284417 FCS No.: 5853; CP No.: 5987

INDEPENDENT AUDITOR’S REPORT

To the Members of New Opportunity Consultancy Private Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying Standalone Ind AS Financial Statements of New Opportunity

Consultancy Private Limited (“the Company”), which comprise the Balance Sheet as at March 31,

2020, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of

Changes in Equity and the Statement of Cash Flows for the year then ended and notes to the

Standalone Ind AS Financial Statements including a summary of significant accounting policies and

other explanatory information (hereinafter referred to as “Standalone Ind AS Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid Standalone Ind AS Financial Statements give the information required by the Companies

Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the

accounting principles generally accepted in India including the Indian Accounting Standards (“Ind

AS”) prescribed under section 133 of the Act, of the state of affairs of the Company as at March 31,

2020, its profit (including other comprehensive income), changes in equity and its cash flows for the

year ended on that date.

Basis for Opinion

We conducted our audit in accordance with Standards on Auditing (SAs) specified under section

143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s

Responsibilities for the Audit of the Standalone Ind AS Financial Statements section of our report. We

are independent of the Company in accordance with the Code of Ethics issued by the Institute of

Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to

our audit of the Standalone Ind AS Financial Statements under the provisions of the Act and Rules

thereunder, and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the Code of Ethics. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion on the Standalone Ind AS Financial

Statements.

Emphasis of Matter

We draw attention to Note No. 31 to the accompanying Standalone Ind AS Financial Statements which

explains the uncertainties and the management’s evaluation of the financial impact on the Company

due to lockdown and other restrictions on account of COVID-19 pandemic situation, for which a

definitive assessment of the impact is highly dependent upon the circumstances as they evolve in the

subsequent period.

Our opinion is not modified in respect of this matter.

Other Information

The Company’s Board of Directors is responsible for the other information. The other information

comprises the information included in the Company’s Directors’ Report, but does not include the

Standalone Ind AS Financial Statements, Consolidated Ind AS Financial Statements and our auditor’s

report thereon.

Our opinion on the Standalone Ind AS Financial Statements does not cover the other information and

we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Ind AS Financial Statements, our responsibility is to

read the other information and, in doing so, consider whether the other information is materially

inconsistent with the Standalone Ind AS Financial Statements or our knowledge obtained in the audit

or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS

Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act

with respect to the preparation of these Standalone Ind AS Financial Statements that give a true and

fair view of the financial position, financial performance (including other comprehensive income),

changes in equity and cash flows of the Company in accordance with the accounting principles

generally accepted in India, including Ind AS prescribed under section 133 of the Act, read with the

Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes

maintenance of adequate accounting records in accordance with the provisions of the Act for

safeguarding of the assets of the Company and for preventing and detecting frauds and other

irregularities; selection and application of appropriate accounting policies; making judgments and

estimates that are reasonable and prudent; and design, implementation and maintenance of

adequate internal financial controls, that were operating effectively for ensuring the accuracy and

completeness of the accounting records, relevant to the preparation and presentation of the

Standalone Ind AS Financial Statements that give a true and fair view and are free from material

misstatement, whether due to fraud or error.

In preparing the Standalone Ind AS Financial Statements, management is responsible for assessing the

Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless management either intends to

liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting

process.

Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS Financial

Statements as a whole are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with SAs will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material

if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of this Standalone Ind AS Financial Statements. As part of an

audit in accordance with SAs, we exercise professional judgment and maintain professional

skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Ind AS Financial

Statements, whether due to fraud or error, design and perform audit procedures responsive to

those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for

our opinion. The risk of not detecting a material misstatement resulting from fraud is higher

than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are

also responsible for expressing our opinion on whether the Company has adequate internal

financial controls with reference to financial statements in place and the operating effectiveness

of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

• Conclude on the appropriateness of the management’s use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant doubt on the Company’s ability to

continue as a going concern. If we conclude that a material uncertainty exists, we are required

to draw attention in our auditor’s report to the related disclosures in the Standalone Ind AS

Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our auditor’s report.

However, future events or conditions may cause the Company to cease to continue as a going

concern.

• Evaluate the overall presentation, structure and content of the Standalone Ind AS Financial

Statements, including the disclosures, and whether the Standalone Ind AS Financial Statements

represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant deficiencies in

internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with

relevant ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our independence, and

where applicable, related safeguards.

Other matter

Due to severe health hazard associated with COVID-19 and also the consequential nation-wide

lockdown from March 25, 2020 till May 31, 2020, announced by the government, it was impracticable

for us to physically verify certain documents pertaining to revenue and expense transactions nor the

management could facilitate scan copies of the same due to its voluminous nature. Therefore, we

have performed and relied on other related alternative audit procedures to obtain comfort over the

completeness and accuracy of these transactions.

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central

Government of India in terms of section 143(11) of the Act, we give in “Annexure 1”, a statement

on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

(2) As required by section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so

far as it appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income),

the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this report

are in agreement with the books of account;

d. In our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Ind AS

prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards)

Rules, 2015, as amended;

e. The matter described under the Emphasis of Matter section above, in our opinion, may have an

adverse effect on the functioning of the Company;

f. On the basis of the written representations received from the directors as on March 31, 2020,

and taken on record by the Board of Directors, none of the directors is disqualified as on March

31, 2020 from being appointed as a director in terms of section 164(2) of the Act;

g. With respect to the adequacy of the internal financial controls with reference to financial

statements of the Company and the operating effectiveness of such controls, refer to our

separate report in “Annexure 2”;

h. With respect to the other matter to be included in the Auditor’s Report in accordance with the

requirements of section 197(16) of the Act:

In our opinion and to the best of our information and according to the explanations given to

us, the Company being a private company, section 197 of the Act related to the managerial

remuneration is not applicable;

i. With respect to the other matters to be included in the Auditor’s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of

our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its

Standalone Ind AS Financial Statements – Refer Note No. 30 on Contingent Liabilities to the

Standalone Ind AS Financial Statements;

(ii) The Company did not have any long-term contracts including derivative contracts. Hence,

the question of any material foreseeable losses does not arise; and

(iii) There were no amounts which were required to be transferred to the Investor Education

and Protection Fund by the Company.

For Haribhakti & Co. LLP

Chartered Accountants

ICAI Firm Registration No.103523W / W100048

____________________

Snehal Shah

Partner

Membership No. 048539

UDIN: 20048539AAAAAQ5487

Place: Mumbai

Date: May 26, 2020

ANNEXURE 1 TO THE INDEPENDENT AUDITOR’S REPORT

[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’

section in the Independent Auditor’s Report of even date to the members of New

Opportunity Consultancy Private Limited (“the Company”) on the Standalone Ind AS

Financial Statements for the year ended March 31, 2020]

Based on the audit procedures performed for the purpose of reporting a true and fair view on the

Standalone Ind AS Financial Statements of the Company and taking into consideration the

information and explanations given to us and the books of account and other records examined by

us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative

details and situation of fixed assets.

(b) The Company has a program of physical verification of fixed assets to cover all the items in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. However, the fixed assets of the Company have not been physically verified by the management during the year and as such, we cannot comment on material discrepancies existing, if any.

(c) The Company does not have any immovable property and hence, reporting under this clause is not applicable.

(ii) The Company is in the business of providing services and does not have any physical inventories. Accordingly, clause 3(ii) of the Order is not applicable to the Company.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, clause 3(iii) of the Order is not applicable to the Company.

(iv) The Company has complied with the provisions of sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) In our opinion, the Company has not accepted any deposits from the public within the provisions of sections 73 to 76 of the Act and the rules framed there under. Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) The Central Government has not prescribed the maintenance of cost records for any of the products of the Company under sub-section (1) of section 148 of the Act and the rules framed there under.

(vii) (a) The Company is regular in depositing with appropriate authorities, undisputed statutory dues

including provident fund, employees’ state insurance, income tax, goods and services tax (GST), customs duty, cess and any other material statutory dues applicable to it, except that there have been slight delay in few cases. During the year 2017-18, sales tax, value added tax, service tax and duty of excise subsumed in GST and are accordingly reported under GST.

No undisputed amounts payable in respect of provident fund, employees’ state insurance,

income tax, GST, customs duty, cess and any other material statutory dues applicable to it,

were outstanding, at the year end, for a period of more than six months from the date they

became payable.

(b) There are no dues with respect to income tax, sales tax, service tax, value added tax, GST, customs duty, excise duty which have not been deposited on account of any dispute.

(viii) During the year, the Company has not defaulted in repayment of loans or borrowings to bank. The Company did not have any outstanding loans or borrowings from financial institution, government or dues to debenture holders.

(ix) The Company has prima facie utilized the moneys raised by way of term loans during the year for the purposes for which they were raised. The Company has not raised money by way of initial public issue offer or further public offer (including debt instruments).

(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or any fraud on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such instance by the management.

(xi) As the Company is a private limited company, the provisions of section 197 read with Schedule V to the Act are not applicable to the Company. Accordingly, clause 3(xi) of the Order is not applicable to the Company.

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable to the Company.

(xiii) All transactions entered into by the Company with the related parties are in compliance with sections 177 and 188 of Act, where applicable, and the details have been disclosed in the Standalone Ind AS Financial Statements as required by the applicable accounting standards.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(xiv) of the Order is not applicable to the Company.

(xv) The Company has not entered into any non-cash transactions with directors or persons connected with them during the year and hence provisions of section 192 of the Act are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Haribhakti & Co. LLP

Chartered Accountants

ICAI Firm Registration No. 103523W / W100048

___________________

Snehal Shah

Partner

Membership No. 048539

UDIN: 20048539AAAAAQ5487

Place: Mumbai

Date: May 26, 2020

ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT [Referred to in paragraph 2(g) under ‘Report on Other Legal and Regulatory Requirements’ section in our Independent Auditor’s Report of even date to the members of New Opportunity Consultancy Private Limited on the Standalone Ind AS Financial Statements for the year ended March 31, 2020] Report on the Internal Financial Controls with reference to Financial Statements under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls with reference to financial statements of New Opportunity Consultancy Private Limited (“the Company”) as of March 31, 2020 in conjunction with our audit of the Standalone Ind AS Financial Statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing specified under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to financial statements. Meaning of Internal Financial Controls with reference to Financial Statements A company's internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

principles. A company's internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls with reference to Financial Statements Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2020, based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal controls stated in the Guidance Note issued by the ICAI. We have included an Emphasis of Matter (EOM) section in our Independent Auditor’s Report to highlight the impact of COVID-19 assessment on the Standalone Ind AS Financial Statements of the Company for the year ended March 31, 2020. Our opinion on the Company’s internal financial controls with reference to financial statements is not affected by this EOM since no concerns have been noted with regard to the design and operating effectiveness of internal controls. For Haribhakti & Co. LLP

Chartered Accountants

ICAI Firm Registration No.103523W / W100048

____________________

Snehal Shah

Partner

Membership No. 048539

UDIN: 20048539AAAAAQ5487

Place: Mumbai

Date: May 26, 2020

Balance Sheet as at 31st March, 2020

As at As at

31st March, 2020 31st March, 2019

ASSETS

Non-current assets

(a) Property, Plant and Equipment 2 640.14 474.07

(b) Capital work - in - progress 2 - -

(c) Intangible assets 3 16.50 20.85

(d) Investment in subsidiary company 4 180.50 180.50

(e) Financial assets

- Loans 5A 6.78 -

- Other financial assets 5B 4,916.20 4,708.55

(f) Deferred tax assets (net) 6A 122.70 169.62

(g) Non current tax assets (net) 6B 100.40 -

(h) Other non-current assets 7 - 30.76

Total non-current assets 5,983.22 5,584.35

Current assets

(a) Financial assets

(i) Trade receivables 8 1,793.50 1,502.41

(ii) Cash and cash equivalents 9 613.74 1,357.14

(iii) Bank balances other than (ii) above 10 4,916.07 1,916.88

(iv) Loans 11 32.32 62.34

(v) Other financial assets 12 461.58 288.93

(b) Other current assets 13 132.82 79.71

Total current assets 7,950.03 5,207.41

Total Assets 13,933.25 10,791.76

EQUITY AND LIABILITIES

Equity

(a) Equity Share capital 14 535.75 535.75

(b) Other Equity 15 8,716.52 5,087.78

Total equity 9,252.27 5,623.53

Liabilities

Non-current liabilities

Financial liabilities

- Borrowings 16 2,508.58 1,769.51

Total non-current liabilities 2,508.58 1,769.51

Current liabilities

(a) Financial liabilities

- Other financial liabilities 17 1,234.38 1,989.73

(b) Other current liabilities 18 587.46 652.71

(c) Provisions 19 350.55 570.15

(d) Current tax liabilities (net) 20 - 186.14

Total current liabilities 2,172.39 3,398.73

Total liabilities 4,680.97 5,168.24

Total Equity and Liabilities 13,933.25 10,791.76

The accompanying notes 1 to 45 are an integral part of the financial statements.

In terms of our report of even date attached

For Haribhakti & Co. LLP For and on behalf of the Board of Directors

Chartered Accountants

ICAI Firm Registration No.103523W/W100048

Snehal Shah K.R. Kamath Ganesh Ramanand Rao

Partner Chairman Managing Director & CEO

Membership No. 048539 DIN: 01715073 DIN: 02302989

R. Loganathan Mona Jeetendra Thakkar

Chief Financial Officer Company Secretary

ACS M. No: A43836

Place : Mumbai Place : Mumbai

Date : 26th May, 2020 Date : 26th May, 2020

New Opportunity Consultancy Private Limited

ParticularsNote

No.

(₹ in lakhs)

I. Revenue from operations 21 17,151.47 13,666.05

II. Other Income 22 105.09 135.60

III. Total Income (I + II) 17,256.56 13,801.65

IV. Expenses:

Employee benefits expense 23 9,115.07 6,031.42

Finance costs 24 526.88 272.70

Depreciation and amortization expense 25 216.63 119.66

Other expenses 26 2,548.06 3,212.94

Total Expenses 12,406.64 9,636.72

V. Profit before tax ( III - IV) 4,849.92 4,164.93

VI. Tax Expense 27

(1) Current Tax 1,222.00 1,106.69

(2) Deferred Tax 6A 39.18 70.44

(3) Taxation for earlier years (17.00) 69.93

VII. Profit for the year (V - VI) 3,605.74 2,917.87

VIII. Other comprehensive income

Items that will not be reclassified to profit or

loss (net of tax expense)

- Remeasurement of post employment benefit

obligations 30.73 (12.93)

- Income tax relating to these items (7.73) 3.73

Total other comprehensive income 23.00 (9.20)

IX. Total comprehensive income (VII+VIII) 3,628.74 2,908.67

X. Earnings per equity share of face value of

₹ 10 each 28

- Basic and Diluted 67.30 54.46

The accompanying notes 1 to 45 are an integral part of the financial statements.

In terms of our report of even date attached

For Haribhakti & Co. LLP For and on behalf of the Board of Directors

Chartered Accountants

ICAI Firm Registration No.103523W/W100048

Snehal Shah K.R. Kamath Ganesh Ramanand Rao

Partner Chairman Managing Director & CEO

Membership No. 048539 DIN: 01715073 DIN: 02302989

R. Loganathan Mona Jeetendra Thakkar

Chief Financial Officer Company Secretary

ACS M. No: A43836

Place : Mumbai Place : Mumbai

Date : 26th May, 2020 Date : 26th May, 2020

New Opportunity Consultancy Private Limited

Statement of Profit and Loss for the year ended 31st March, 2020

(₹ in lakhs)

ParticularsNote

No.

For the year ended

31st March, 2020

For the year ended

31st March, 2019

New Opportunity Consultancy Private Limited

Statement of changes in equity for the year ended 31st March, 2020

A. Equity Share Capital

Particulars ₹ in lakhs

Balance as at 1st April, 2018 535.75

Shares issued during the year -

Balance as at 31st March, 2019 535.75

Shares issued during the year -

Balance as at 31st March, 2020 535.75

B. Other equity (₹ in lakhs)

Securities

Premium

Debenture

Redemption

Reserve

General

Reserve

Retained

Earnings

Balance as at 1st April, 2018 123.75 220.00 - 1,835.36 2,179.11

Profit for the year 2018-19 - - - 2,917.87 2,917.87

Other Comprehensive income (net of

tax)

- - - (9.20) (9.20)

Balance as at 31st March, 2019 123.75 220.00 - 4,744.02 5,087.78

Profit for the year 2019-20 - - 3,605.74 3,605.74

Transfer to General Reserve (220.00) 220.00 -

Other Comprehensive income (net of

tax)

- - 23.00 23.00

Balance as at 31st March, 2020 123.75 - 220.00 8,372.77 8,716.52

The accompanying notes 1 to 45 are an integral part of the financial statements.

In terms of our report of even date attached

For Haribhakti & Co. LLP For and on behalf of the Board of Directors

Chartered Accountants

ICAI Firm Registration No.103523W/W100048

Snehal Shah K.R. Kamath Ganesh Ramanand Rao

Partner Chairman Managing Director & CEO

Membership No. 048539 DIN: 01715073 DIN: 02302989

R. Loganathan Mona Jeetendra Thakkar

Chief Financial Officer Company Secretary

ACS M. No: A43836

Place : Mumbai Place : Mumbai

Date : 26th May, 2020 Date : 26th May, 2020

Reserves and Surplus

Particulars Total

₹ in lakhs ₹ in lakhs ₹ in lakhs ₹ in lakhs

A. Cash Flows from Operating Activities

Profit before tax for the year 4,849.92 4,164.93

Adjustments for:

Dividend Income - (5.12)

Depreciation and amortization expense 216.63 119.66

Finance Cost 526.88 272.70

Loss on sale of assets 3.20 -

Liability no longer payable written back - 44.73

Provision for expected credit loss on EMIs 341.30 98.45

Provision for expected credit loss on Trade Receivable 0.51 -

Loss on sale of Mutual Fund Units - 1,088.52 0.01 530.43

Operating profit before working capital changes 5,938.44 4,695.36

Adjustment for -

- (Increase)/decrease in trade receivables (291.60) (297.71)

- (Increase)/decrease in Non-current and current financial assets (3,355.77) (4,343.32)

- (Increase)/decrease in Other non-current and current assets (53.03) (59.03)

- (Decrease)/increase in non-current and current financial liabilities (724.09) (231.03)

- (Decrease)/increase in other non-current and current liabilities (65.26) 185.28

- (Decrease)/increase in other non-current and current provisions (530.19) (5,019.94) 142.17 (4,603.64)

Cash generated from operations 918.51 91.73

Income taxes paid (net of refunds) (1,474.54) (909.55)

Net cash generated from/ (used in) operating activities - (A) (556.03) (817.82)

B. Cash Flows from Investing Activities

Purchase of Property, Plant & Equipment and Intangible Assets (317.59) (298.79)

Proceeds from sale of Property, Plant & Equipment 0.85 -

(Purchase)/sale of Investments - 22.62

Dividend Income - 5.12

Net cash used in investing activities - (B) (316.74) (271.05)

C. Cash Flow from Financing Activities

Proceeds from non-current borrowings (Refer Note 42) 1,532.56 1,880.00

Repayment of non-current borrowings (Refer Note 42) (977.44) (451.86)

Overdraft facility from Bank 145.76 -

Interest paid (571.51) (258.23)

Net cash generated from / (used in) financing activities - (C) 129.37 1,169.91

Net increase/(decrease) in cash and cash equivalents (A+B+C) (743.40) 81.03

Cash and cash equivalents at the beginning of the year 1,357.14 1,276.11

Cash and cash equivalents at the end of the year 613.74 1,357.14

Components of Cash & Cash Equivalents (Refer Note 9)

Cash 25.00 0.01

Balances With Bank:

in current accounts 588.74 1,257.13

in fixed deposit accounts with maturity less than 3 months - 100.00

613.74 1,357.14

The accompanying notes 1 to 45 are an integral part of the financial statements.

In terms of our report of even date attached

For Haribhakti & Co. LLP

Chartered Accountants

ICAI Firm Registration No.103523W/W100048

Snehal Shah K.R. Kamath Ganesh Ramanand Rao

Partner Chairman Managing Director & CEO

Membership No. 048539 DIN: 01715073 DIN: 02302989

R. Loganathan

Chief Financial Officer

ACS M. No: A43836

Place : Mumbai Place : Mumbai

Date : 26th May, 2020 Date : 26th May, 2020

Company Secretary

For and on behalf of the Board of Directors

New Opportunity Consultancy Private Limited

Statement of cash flows for the year ended 31st March, 2020

Particulars

For the year ended

31st March, 2020

For the year ended

31st March, 2019

Mona Jeetendra Thakkar

The above cash flow has been prepared under the "Indirect Method" as set out in Indian Accounting Standard (Ind AS) 7- Statement of Cash Flows.

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

2. Property, Plant and Equipment (PPE) (₹ in lakhs)

ParticularsFurniture &

Fixtures

Office

EquipmentsComputers

Leasehold

Improvements Total

Capital work-in

-progress

Gross Block

As at 1st April, 2018 189.55 71.89 132.38 - 393.82 -

Additions during the year 91.56 49.34 59.36 88.88 289.14 -

Disposals during the year - - - - - -

As at 31st March, 2019 281.11 121.23 191.74 88.88 682.96 -

Additions during the year 145.81 73.94 112.39 46.76 378.90 46.76

Disposals during the year - 4.34 - - 4.34 -

Capitalised during the year - - - - - 46.76

As at 31st March, 2020 426.92 190.82 304.13 135.64 1,057.52 -

Accumulated Depreciation

As at 1st April, 2018 23.14 17.51 59.79 - 100.44 -

Depreciation charged for the year 25.10 31.55 49.28 2.54 108.45 -

Disposals during the year - - - - -

As at 31st March, 2019 48.24 49.06 109.07 2.54 208.89 -

Depreciation charged for the year 62.64 70.68 58.52 16.94 208.78 -

Disposals during the year - 0.29 - - 0.29 -

As at 31st March, 2020 110.88 119.44 167.59 19.48 417.38 -

Net Carrying amount

As at 31st March, 2019 232.87 72.17 82.67 86.34 474.07 -

As at 31st March, 2020 316.04 71.38 136.54 116.16 640.14 -

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

3. Intangible assets (₹ in lakhs )

ParticularsComputer

SoftwareTotal

Gross Block

As at 1st April, 2018 4.58 4.58

Additions during the year 31.10 31.10

Disposals during the year - -

As at 31st March, 2019 35.68 35.68

Additions during the year 3.49 3.49

Disposals during the year - -

As at 31st March, 2020 39.17 39.17

Accumulated amortization

As at 1st April, 2018 3.62 3.62

Amortization during the year 11.21 11.21

Disposals during the year - -

As at 31st March, 2019 14.83 14.83

Amortization during the year 7.85 7.85

Disposals during the year - -

As at 31st March, 2020 22.68 22.68

Net Carrying amount

As at 31st March, 2019 20.85 20.85

As at 31st March, 2020 16.50 16.50

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

As at 31st March,

2020

As at 31st March,

2019

₹ in lakhs ₹ in lakhs

Investment carried at cost - Trade - Unquoted

- Investments in equity instruments of subsidiary

180.50 180.50

180.50 180.50

As at 31st March,

2020

As at 31st March,

2019

₹ in lakhs ₹ in lakhs

Unsecured, considered good

Loan to Employees 6.78 -

6.78 -

As at 31st March,

2020

As at 31st March,

2019

₹ in lakhs ₹ in lakhs

Unsecured, considered good

Margin Deposits Account with scheduled banks # 4,916.20 4,708.55

4,916.20 4,708.55

6A. Deferred tax assets (net):

As at 31st March,

2020

As at 31st March,

2019

₹ in lakhs ₹ in lakhs

Deferred tax liability

- On Property Plant and Equipment and intangible assets - -

- On fair value adjustments for financial instruments - 1.12

A - 1.12

Deferred tax assets

- On Property Plant and Equipment and intangible assets 25.48 6.31

- On Provision for Gratuity 11.31 11.89

- On Provision for Expected credit loss 76.92 152.54

- On Others 8.99 -

B 122.70 170.74

Net deferred tax (liability)/asset A - B 122.70 169.62

Reconciliation of deferred tax:

Deferred tax

(liability)/assets as

at

1st April, 2018

(Charge)/credit to

Statement of

Profit and Loss

(Charge)/credit to

OCI

Deferred tax

(liability)/assets

as at

31st March, 2019

₹ in lakhs ₹ in lakhs ₹ in lakhs ₹ in lakhs

Deferred Tax (Liability)/Asset

- On PPE and intangible assets (2.65) 8.95 - 6.30

- On fair value adjustments for financial instruments (10.24) 9.12 - (1.12)

- On Provision for Expected credit loss 249.20 (96.66) - 152.54

- On Provision for Gratuity - 8.16 3.73 11.89

Total 236.31 (70.44) 3.73 169.62

5A. Loans

Total

5B. Other financial assets - Non Current

Total

Particulars

Particulars

Particulars

Particulars

Aggregate amount of Unquoted Investments

Aggregate provision for diminution in value of investments -

4. Investment in Subsidiary Company

-5,99,870 Equity Shares of ₹ 10/- each fully paid up in Indian Association for

Savings and Credit (31st March, 2019: 5,99,870 Equity shares)

Extent of holding - 99.98% (31st March, 2019: 99.98%)

Total

Particulars

180.50 180.50

-

# Represents margin deposit for providing financial services to Banks against First Loss Default Guarantee.

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

Deferred tax

(liability)/assets as

at

1st April, 2019

(Charge)/credit to

Statement of

Profit and Loss

(Charge)/credit to

OCI

Deferred tax

(liability)/assets

as at

31st March, 2020

₹ in lakhs ₹ in lakhs ₹ in lakhs ₹ in lakhs

Deferred Tax (Liability)/Asset

- On PPE and intangible assets 6.30 19.18 - 25.48

- On fair value adjustments for financial instruments (1.12) 1.12 - -

- On Provision for Expected credit loss 152.54 (75.62) - 76.92

- On Provision for Gratuity 11.89 7.15 (7.73) 11.31

- On Others - 8.99 - 8.99

Total 169.62 (39.18) (7.73) 122.70

6B. Non Current Tax Assets (net)

As at 31st March,

2020

As at 31st March,

2019

₹ in lakhs ₹ in lakhs

Advance Tax (net of provisions of ₹ 2,837.78 lakhs) 100.40 -

100.40 -

7. Other non-current assets

As at 31st March,

2020

As at 31st March,

2019

₹ in lakhs ₹ in lakhs

Capital Advance - 30.76

- 30.76

As at 31st March,

2020

As at 31st March,

2019

₹ in lakhs ₹ in lakhs

Trade receivables/unbilled revenue, Unsecured

Considered Good 1,793.50 1,502.41

Considered Doubtful 0.51

1,794.01 1,502.41

Allowance for doubtful debts 0.51 -

1,793.50 1,502.41

Particulars

Particulars

Particulars

Total

Total

Total

Particulars

8. Trade receivables

For receivables secured against borrowings, see Note 16.

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

As at 31st March,

2020

As at 31st March,

2019

₹ in lakhs ₹ in lakhs

Balance with Banks

- In Current Account 588.74 1,257.13

- In Fixed Deposits having maturity of less than three months - 100.00

Cash on Hand 25.00 0.01

613.74 1,357.14

As at 31st March,

2020

As at 31st March,

2019

₹ in lakhs ₹ in lakhs

Earmarked balances with banks

Margin Deposits Account with scheduled banks # 4,916.07 1,916.88

4,916.07 1,916.88

# Represents margin deposit for providing financial services to Banks against First Loss Default Guarantee.

As at 31st March,

2020

As at 31st March,

2019

₹ in lakhs ₹ in lakhs

Unsecured, considered good

Advances / Loans to employees 32.32 62.34

32.32 62.34

As at 31st March,

2020

As at 31st March,

2019

₹ in lakhs ₹ in lakhs

Unsecured, considered good

Rental deposits 357.10 260.01

Interest Accrued but not due 40.20 23.59

Other Receivables # 64.28 5.32

461.58 288.93

As at 31st March,

2020

As at 31st March,

2019

₹ in lakhs ₹ in lakhs

Prepaid expenses 123.70 71.71

Advance for expenses 9.12 8.00

132.82 79.71 Total

9. Cash and cash equivalents

Total

10. Bank balance other than cash and cash equivalents

Total

# Other receivable includes amount recoverable in cash equivalent.

13. Other current assets

Total

Particulars

Particulars

Total

12. Other financial assets

Particulars

11. Loans

Particulars

Particulars

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

14. Equity share capital

In Numbers ₹ in lakhs In Numbers ₹ in lakhs

Authorised

Equity Shares of ₹ 10/- each 6,600,000 660.00 6,600,000 660.00

Issued, Subscribed and Paid up

Equity Shares of ₹ 10/- each 5,357,500 535.75 5,357,500 535.75

Total 535.75 535.75

a) Terms/Rights attached to equity shares:

b) Details of Shareholders holding more than 5% shares in the company:

No. of

Shares held

% of

Holding

No. of

Shares held

% of

Holding

Mr. Ganesh Rao 2,675,050 49.93% 2,675,050 49.93%

Mrs. Meenakshi Rao 2,324,900 43.40% 2,324,900 43.40%

Mr. Jasbinder Singh Toor 357,550 6.67% 357,550 6.67%

5,357,500 100.00% 5,357,500 100.00%

c) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period:

In Numbers ₹ in lakhs In Numbers ₹ in lakhs

Shares outstanding at the beginning of the year 5,357,500 535.75 5,357,500 535.75

Shares issued during the year - - - -

Shares bought back during the year - - - -

Shares outstanding at the end of the year 5,357,500 535.75 5,357,500 535.75

ParticularsAs at 31st March, 2020 As at 31st March, 2019

As at 31st March, 2020 As at 31st March, 2019Particulars

The Company has only one class of equity shares having a par value of ₹ 10 per share. Each equity shareholder is entitled to one vote per

equity share.

The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except

in case of interim dividend.

During the year ended 31st March, 2020, the amount of dividend per share recognized as distribution to equity shareholders was ₹ Nil (31st

March, 2019: ₹ Nil).

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after

distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Equity Shares

e) There are no shares reserved for issue under options and contracts / commitments for sale of shares/disinvestment.

Equity Shares

Particulars As at 31st March, 2020 As at 31st March, 2019

d) There are no shares which have been allotted for consideration other than cash, bonus shares and shares bought back in the 5 years

immediately preceding the reporting date.

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

15. Other equity

As at 31st

March, 2020

As at 31st

March, 2019

₹ in lakhs ₹ in lakhs

Securities Premium 123.75 123.75

Debenture Redemption Reserve

Opening Balance 220.00 220.00

Add: Transferred from Retained earnings during the year - -

Less: Transferred to General Reserve on account of redemption of debentures during the year (220.00) -

Closing Balance - 220.00

General Reserve

Opening Balance - -

Add: Transferred from Debenture Redemption Reserve during the year 220.00 -

Closing Balance 220.00 -

Retained Earnings

Opening Balance 4,744.03 1,835.36

Add: Profit for the year 3,605.74 2,917.87

Add: Transfer from Other Comprehensive Income 23.00 (9.20)

Closing Balance 8,372.77 4,744.03

8,716.52 5,087.78

ii) General Reserve: General Reserves is created out of transfer made from debenture redemption reserve on redemption of debentures.

Non Current Current Non Current Current

₹ in lakhs ₹ in lakhs ₹ in lakhs ₹ in lakhs

Secured Loans

Loans from Companies (Refer Note (i) below) 815.71 666.86 89.81 428.12

Unsecured Loans

17.08% 440 Non-Convertible Debentures of

₹ 1,00,000/- each (Refer Note (ii) below)- - - 440.00

Loan from subsidiary company (Refer Note (iii) below) 1,680.00 - 1,680.00 -

Term Loan from Bank (Refer Note (iv) below) 22.91 25.01 - -

2,518.62 691.87 1,769.81 868.12

- Unamortised portion of upfront processing fee (10.03) (11.30) (0.30) (3.58)

Total 2,508.58 680.57 1,769.51 864.54

The Company has not defaulted in the payment of interest and installments of the loans as at 31st March 2020.

Particulars

Total

As at 31st March, 2020

16. Borrowings

Particulars

i) Securities Premium Reserve: Securities premium is received from the shareholders of the company on issue of shares. It is utilised in

accordance with the provisions of the Companies Act, 2013.

iii) Retained Earnings: Retained earnings are the balance (debit / credit) in the Statement of Profit and Loss.

As at 31st March, 2019

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

(i) Secured Loans from Companies:

Loans from Jain Sons Finlease Limited:

Loan of ₹ 200 lakhs (PY ₹ 200 lakhs) and outstanding of ₹ 12.14 lakhs (PY ₹ 119.77 lakhs):

Loan of ₹ 200 lakhs (PY ₹ 200 lakhs) and outstanding of ₹ 77.66 lakhs (PY ₹ 173.33 lakhs):

Loan of ₹ 88 lakhs (PY ₹ 88 lakhs) and outstanding of ₹ Nil (PY ₹ 87.93 lakhs):

Loan of ₹ 400 lakhs (PY ₹ 400 lakhs) and outstanding of ₹ Nil (PY ₹ 136.89 lakhs):

Term Loan from U.C Inclusive Credit Private Limited:

Tranche 1 of ₹ 300.00 lakhs and outstanding of ₹ 260.20 lakhs:

Tranche 2 of ₹ 200.00 lakhs and outstanding of ₹ 182.57 lakhs:

Loan from Caspian Impact Investment Private Limited:

Loan of ₹ 500 lakhs and outstanding of ₹ 450 lakhs:

Loan of ₹ 500 lakhs and outstanding of ₹ 500 lakhs:

(ii) Unsecured Non-Convertible Debentures:

The debentures issued by the Company have been fully repaid in current financial year.

(iv) Unsecured Term Loan from DCB Bank Limited:

Loan of ₹ 50 lakhs and outstanding of ₹ 47.92 lakhs:

Terms of repayment: Term loan is repayable in 36 monthly installments of ₹ 10.77 lakhs from the date of first disbursement. The interest is

payable on monthly basis and the rate of interest is 17.5% per annum. Last EMI payment date is in September 2022.

Terms of repayment: Term loan is repayable in 24 monthly installments of ₹ 2.08 lakhs. The interest is payable on monthly basis and the rate

of interest is 11.0% per annum. Last EMI payment date is in February 2022.

Both the above tranches are secured by hypothecation of receivable to the extent of 100% of the principal outstanding. The term loan is

guaranteed by Mr. Ganesh Rao, Managing Director and CEO and Mrs. Meenakshi Rao, Director of the Company.

The above loans are secured by way of personal guarantee of Directors and pledge of shares equivalent to 15% of the paid up capital of the

Company or such equivalent number of shares representing 15% of the post money valuation of the Company.

Terms of repayment: 7 monthly installments of ₹ 10.28 lakhs and 8th installment of ₹ 12.11 lakhs is pending for the loan as on March 31, 2020.

The interest is payable on monthly basis and the rate of interest is 21% per annum. Last EMI payment date is in November 2020.

(iii) Unsecured Loans from Subsidiary of ₹ 1,680 lakhs (PY ₹ 1,680 lakhs):

Terms of repayment: Loan is repayable in 30 monthly installments of ₹ 16.66 lakhs from the date of first disbursement. The interest is payable

on monthly basis and the rate of interest is 17.5% per annum. Last EMI payment date is in June 2022.

Loan is hypothecated by way of first ranking, pari-passu charge over current assets of the Company so as to provide a security cover of at least

1 time on the outstanding credit facility. The loan is guaranteed by Mr. Ganesh Rao, Managing Director and CEO of the Company.

The loan is secured by first pari passu charge by way of hypothecation over all receivable of the Company, both present and future so as to

provide a security cover of at least 1 time on the outstanding credit facility. The loan is guaranteed by Mr. Ganesh Rao, Managing Director and

CEO of the Company.

The interest on the above loan is payable on yearly basis and payable on the last working day of the each Financial Year. Rate of interest is

21% per annum upto July 2019 and 17.5% per annum from August (previous year 21% per annum). This loan is repayable in March 2025.

Terms of repayment: Term loan is repayable in 36 monthly installments of ₹ 7.00 lakhs from the date of first disbursement. The interest is

payable on monthly basis and the rate of interest is 17.5% per annum. Last EMI payment date is in November 2022.

Terms of repayment: 1 monthly installment is pending for the loan as on March 31, 2020. The interest is payable on monthly basis and the rate

of interest is 20% per annum. Last EMI payment date is in April 2020.

Loan from Vivriti Capital Private Limited:

Terms of repayment: Term loan is repayable in 24 monthly instalments of ₹ 24.84 lakhs. The interest is payable on monthly basis and the rate

of interest is 17.5% per annum. Last EMI payment date is in March 2022.

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

₹ in lakhs ₹ in lakhs

Current maturities of long term debt (Refer Note 16) 680.57 864.54

Interest accrued but not due on borrowings 22.00 49.19

Overdraft facility from Union Bank of India * 145.76 -

Accrued Employee Benefits 60.38 13.62

Disbursement in Pipeline 42.07 803.31

Other payables and accruals - dues to Micro and Small Enterprise (Refer Note 33) 11.37 35.18

Other payables and accruals - dues to other than Micro and Small Enterprise # 272.22 77.42

Commitment Charges Payable - 146.47

1,234.38 1,989.73

# Other payables and accruals represents EMI collected, cancelled disbursements and accrued expenses.

₹ in lakhs ₹ in lakhs

Statutory dues payable 503.73 387.16

Member insurance payable 82.18 265.56

Others 1.55 -

587.46 652.71

As at 31st

March, 2020

Particulars

Particulars

* The company has availed overdraft facility from Union bank of India for ₹ 150 lakhs at ROI of 11.40%. The Company has hypothecated the

trade receivables to 1.10 times covering the principal amount.

18. Other current liabilities

Total

As at 31st

March, 2019

As at 31st

March, 2019

17. Other financial liabilities

As at 31st

March, 2020

Total

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

₹ in lakhs ₹ in lakhs

Provision for Gratuity (Refer Note 29) 44.94 41.23

Provision for Expected credit loss on EMI's 305.61 528.92

Less: Financial Guarantee availed - -

Total 305.61 528.92

350.55 570.15

Movement in provision for expected credit loss on EMI's is as follows:

As at 31st

March, 2020

As at 31st

March, 2019

₹ in lakhs ₹ in lakhs

528.92 515.30

341.30 98.45

564.61 84.83

305.61 528.92

Note:

₹ in lakhs ₹ in lakhs

Provision for taxation (net of Advance tax of ₹ 1,889.34 lakhs) 186.14

- 186.14 Total

20. Current tax liabilities (net)

As at 31st

March, 2020

As an authorised Business Correspondent of various banks/financial institutions, the Company is obligated to make good the loss suffered by

banks/financial institutions on account of uncollected EMI's from the members of JLG/SHG to the extent of first 5% of loan portfolio

outstanding as First Loss Default Guarantee. The above provision is based on Markov Chain Model. The withdrawals/utilisation represents the

commitment charges paid to the respective banks/financial institutions on the basis of principles explained above.

Total

As at 31st

March, 2020 Particulars

Particulars

As at 31st

March, 2019

As at 31st

March, 2019

19. Provisions

Closing balance

Withdrawals/utilisation

Additions

Opening balance

Particulars

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

21. Revenue from operations

For the year ended

31st March, 2020

For the year ended

31st March, 2019

₹ in lakhs ₹ in lakhs

Revenue from Operations

Commission Income 16,406.94 13,239.91

Other operating income

Interest on Margin Deposits 570.11 270.46

Insurance and brokerage 166.06 143.78

Stationery fees 8.36 11.90

17,151.47 13,666.05

22. Other income

For the year ended

31st March, 2020

For the year ended

31st March, 2019

₹ in lakhs ₹ in lakhs

Professional income 102.30 43.78

Dividend Income - 5.12

Liability no longer payable written back - 44.73

Miscellaneous Income 2.79 41.97

105.09 135.60

23. Employee benefits expense

For the year ended

31st March, 2020

For the year ended

31st March, 2019

₹ in lakhs ₹ in lakhs

Salaries, Wages and Bonus 8,155.27 5,462.19

Contribution to Provident Fund and Other Funds (Refer Note 29) 709.16 399.46

Gratuity (Refer Note 29) 101.42 57.07

Staff Welfare Expenses 149.22 112.70

9,115.07 6,031.42

24. Finance cost

For the year ended

31st March, 2020

For the year ended

31st March, 2019

₹ in lakhs ₹ in lakhs

Interest on Loans and Debentures 508.95 254.10

Interest on Income Tax 5.99 16.10

Interest to MSME Parties 1.55 -

Other Borrowing Cost 10.39 2.50

526.88 272.70

Particulars

Particulars

Particulars

Particulars

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

25. Depreciation and amortization expense

For the year ended

31st March, 2020

For the year ended

31st March, 2019

₹ in lakhs ₹ in lakhs

- Depreciation on Property, Plant and Equipment (Refer Note 2) 208.78 108.45

- Amortization on Intangible Assets (Refer Note 3) 7.85 11.21

Total 216.63 119.66

26. Other expenses

For the year ended

31st March, 2020

For the year ended

31st March, 2019

₹ in lakhs ₹ in lakhs

Travelling & Conveyance 179.59 123.45

Postage & Telephone 154.60 152.90

Insurance 178.84 87.90

Rent (Refer Note 34) 617.08 467.80

Electricity Charges 45.06 28.93

Printing and Stationery 194.74 165.35

Repair & Maintenance - Computer 16.30 19.65

Office Upkeep and Maintenance 198.91 124.91

Software Usage Charges 157.47 86.61

Professional & Legal Expenses 78.39 66.93

Directors sitting fees 11.75 7.90

Remuneration to auditors (Refer Note 26.1) 9.31 10.65

Rates & taxes 85.57 97.32

Loss on sale on Assets 3.20 -

Commitment Charges - 1,468.05

Bank Charges 201.86 154.20

CSR Expenses (Refer Note 35) 60.25 48.63

Expected Credit Loss on Trade Receivable 0.51 -

Provision for expected credit loss On EMIs (Refer Note 19) 341.30 98.45

Loss on sale of Mutual Fund Units (net) - 0.01

Miscellaneous Expenses 13.31 3.30

2,548.06 3,212.94

26.1 Remuneration to auditors (excluding GST)

For the year ended

31st March, 2020

For the year ended

31st March, 2019

₹ in lakhs ₹ in lakhs

a. for Statutory Audit 9.00 9.12

b. for Taxation Matters - -

c. for Limited Review - 1.50

d. for Reimbursement of Expenses 0.31 0.03

9.31 10.65

Particulars

Particulars

Particulars

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

27. Tax expense

For the year ended

31st March, 2020

For the year ended

31st March, 2019

₹ in lakhs ₹ in lakhs

A. Current Tax

Current tax on profit for the year 1,222.00 1,106.69

Charge/ (Credit) in respect of current tax for earlier years (17.00) 69.93

TOTAL (A) 1,205.00 1,176.62

B. Deferred Tax

Origination and reversal of temporary differences 39.18 70.44

Charge in respect of deferred tax for earlier years - -

TOTAL (B) 39.18 70.44

Tax expense recognized in Statement of Profit and Loss - (A)+(B) 1,244.18 1,247.06

Tax expense/(income) recognized in Other Comprehensive Income (c) 7.73 (3.73)

Total Tax Expense 1,251.92 1,243.33

For the year ended

31st March, 2020

For the year ended

31st March, 2019

₹ in lakhs ₹ in lakhs

Profit/(loss) before tax 4,849.92 4,164.93

Enacted tax rate 25.168% 28.84%

Expected income tax expense at statutory tax rate 1,220.63 1,201.17

Tax effect of adjustments to reconcile expected income tax expense to

reported income tax expense:

Expenses not deductible in determining taxable profits 96.35 5.62

Income exempt from taxation - (1.48)

Tax allowances and concession (144.33) (178.43)

Charge/ (Credit) in respect of current tax for earlier years (17.00) 69.93

Others 96.26 146.52

Tax expense for the year 1,251.92 1,243.33

Consequent to reconciliation items shown above, the effective tax rate is 25.81% (FY 2018-19: 29.85%)

28. Earnings per share

For the year ended

31st March, 2020

For the year ended

31st March, 2019

₹ in lakhs ₹ in lakhs

Profit/(Loss) after tax 3,605.74 2,917.87

Weighted Average no. of equity shares outstanding during the year for basic

earnings 53,57,500 53,57,500

Weighted Average no. of equity shares outstanding during the year for

diluted earnings 53,57,500 53,57,500

Basic Earnings Per Share (₹) 67.30 54.46

Diluted Earnings Per Share (₹) 67.30 54.46

Particulars

The reconciliation of estimated income tax expense at tax rate to income tax expense reported in Statement of Profit

and Loss is as follows:

Particulars

Particulars

Note: The above workings are based on provisional computation of tax expenses and are subject to finalisation of tax audit/

filing of tax returns in due course.

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

29 Employee benefits

The details of various employee benefits provided to employees are as under:

A Defined contribution plan:

(₹ in lakhs)

For the year ended

31st March, 2020

For the year ended

31st March, 2019

Employer's Contribution to Provident Fund 592.87 286.13

Employer's Contribution to ESIC 114.68 112.14

Employer's Contribution to Labour welfare 1.61 1.19

Total 709.16 399.46

B Defined benefit plan:

Principal actuarial assumptions:

For the year ended

31st March, 2020

For the year ended

31st March, 2019

Discount Rate * 6.46% 7.37%

Expected Return on Assets 6.46% 7.37%

Salary Escalation # 0% for 3 years and 4%

thereafter

7%

Attrition Rate 30.00% 30.23%

Mortality Indian Assured Lives

Mortality (2012-14)

Indian Assured Lives

Mortality (2006-08)

Amount recognized in Statement of Profit and Loss for the year: ( ₹ in lakhs)

For the year ended

31st March, 2020

For the year ended

31st March, 2019

Total Service Cost 102.78 56.25

Net Interest Cost (1.36) 0.82

Expenses recognized in the Statement of Profit and Loss 101.42 57.07

In accordance with the Payment of Gratuity Act, 1972, the Company provides for gratuity, as defined benefit plan. The gratuity

plan provides for a lump sum payment to the employees at the time of separation from the service on completion of vested year

of employment i.e. five years. The liability of gratuity plan is provided based on actuarial valuation using the projected unit

credit method as at the end of each financial year based on which the Company contributes the ascertained liability to Life

Insurance Corporation of India with whom the plan assets are maintained.

These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, salary escalation risk

and longevity risk.

Investment risk: For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may

not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the

future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes

in the discount rate during the inter-valuation period.

Interest rate risk: The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields

fall, the defined benefit obligation will tend to increase.

Longevity risk: The present value of defined benefit plan liability is calculated by reference to the best estimate of the

mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan

participants will increase the plan’s liability.

Particulars

Particulars

The company also contributes on a defined contribution basis to employees’ provident fund. Contributions are made to the

provident fund in India for employees as per the requirement of regulations. The obligation of the company is limited to the

amount contributed and it has no further contractual nor any constructive obligation.

* The rate used to discount post-employment benefit obligations is determined by reference to market yields at the end of the

reporting period on government bonds.

# The estimates of future salary increases considered in the actuarial valuation take account of inflation, seniority, promotion

and other relevant factors, such as supply and demand in the employment market.

Salary escalation risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries

of plan participants. As such, higher than expected increases in salary will increase the defined benefit obligation.

Particulars

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

Recognized in Other Comprehensive Income (OCI) for the year: ( ₹ in lakhs)

For the year ended

31st March, 2020

For the year ended

31st March, 2019

Return on plan assets (excluding amounts included in net interest expense) 6.23 6.78

Actuarial (gains)/losses arising from changes in financial assumptions in DBO (23.55) 8.49

Actuarial (gains)/losses arising from experience adjustments on DBO (13.93) 43.01

Actuarial (gains)/losses due to demographic assumption changes in DBO 0.52 (45.35)

Amount recognized in OCI for the current year (30.73) 12.93

Change in present value of Defined Benefit Obligation (DBO): ( ₹ in lakhs)

As at 31st

March, 2020

As at 31st

March, 2019

Present value of obligations as at the beginning of the year 152.52 87.07

Current Service Cost 102.78 56.25

Interest Cost 9.54 6.30

Actuarial (gain)/loss on plan obligation (36.96) 6.15

Benefits paid (9.63) (3.25)

Present value of obligations as at the end of the year 218.25 152.52

Change in fair value of plan assets: ( ₹ in lakhs)

As at 31st

March, 2020

As at 31st

March, 2019

Fair value of plan assets as at the beginning of the year 111.29 35.93

Expected Return on plan assets 10.90 5.47

Contributions 66.99 79.92

Benefits paid (9.63) (3.25)

Actuarial gain/(loss) on plan assets (6.23) (6.78)

Fair value of plan assets as at the end of the year 173.31 111.29

Net Asset/Liability recognized in Balance Sheet: ( ₹ in lakhs)

As at 31st

March, 2020

As at 31st

March, 2019

218.25 152.52

173.31 111.29

44.94 41.23

Maturity profile of Present Value of defined benefit obligation: ( ₹ in lakhs)

As at 31st

March, 2020

As at 31st

March, 2019

27.54 10.20

50.76 23.23

12.82 6.20

127.13 112.89

218.25 152.52

220.86 137.35

6.28 years 6.66 years

Sensitivity Analysis

(₹ in lakhs)

Increase Decrease Increase Decrease

Discount rate by 1% 208.59 228.90 144.52 161.43

Salary Escalation rate by 1% 227.63 209.63 160.43 145.31

Attrition rate by 1% 216.26 220.14 149.58 155.50

Mortality rate by 10% 218.32 152.54 -

Below is the sensitivity analysis determined for significant actuarial assumptions for the determination of defined benefit

obligations and based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period

while holding all other assumptions constant.

ParticularsAs at 31st March, 2020 As at 31st March, 2019

Particulars

Particulars

Particulars

Particulars

Present value of obligations

Fair Value of Plan Assets

Amount recognized

The average duration of the defined benefit plan obligation at the end of the

reporting period

Total

Expected contributions to the plan for the next annual reporting period

Particulars

Within the next 12 months

Between 2 and 5 years

Beyond 10 years

Between 6 and 10 years

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

30 Contingent Liabilities: (₹ in lakhs)

As at 31st

March, 2020

As at 31st

March, 2019

31

32

33

(₹ in lakhs)

As at 31st

March, 2020

As at 31st

March, 2019

11.37 35.18

0.22 -

97.94 -

- -

1.33 -

1.55 -

Particulars

First Loss Default Guarantee

The balances in trade receivable are subject to confirmation and reconciliation, if any. However in the opinion of

the Management, balances in trade receivable account are recoverable at least to the extent stated in the balance

sheet.

The information in relation to dues to Micro and Small Enterprises have been determined to the extent such parties

have been identified on the basis of information available with the Company, which has been relied upon by the

auditors.

The outbreak of COVID-19 pandemic across the globe and in India has contributed to a significant impact and

volatility in the global and Indian financial markets and slowdown in the economic activities. The Company has made

a provision of ₹ 341.30 lakhs as per the adopted ECL model for impairment on loan portfolio handled as on March 31,

2020 as computed by an independent valuer. The management has evaluated the impact of COVID19 on its assets

comprising of property, plant and equipment, investments, trade receivables and other financial assets, and has

concluded that there is no significant impact on the carrying amount of these assets besides impairment, if any, and

are recoverable as at the balance sheet date. The impact of COVID-19 pandemic is dependent on future

developments which is highly uncertain, therefore the financial impact in subsequent periods may be different than

currently assessed.  

(to the extent of Margin Deposits)

Details of dues to Micro and Small Enterprises as per MSMED Act, 2006

a) Principal amount due to suppliers under MSMED Act, 2006

b) Interest accrued, due to suppliers under MSMED Act on the above amount,

and unpaid

c) Payment made to suppliers (other than interest) beyond the appointed day

during the year

d) Interest paid to suppliers under MSMED Act (Section 16)

e) Interest due and payable towards suppliers under MSMED Act for payments

already made

f) Interest accrued and remaining unpaid at the end of the year to suppliers

under MSMED Act (including interest mentioned in (e) above)

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

34 Assets taken on operating lease:

The future minimum lease payments are as follows: (₹ in lakhs)

Within one year - 1.96

After one year but not more than five years - -

More than five years - -

(i) There are no restriction covenants in the lease agreement.

(ii) The Company does not have any contingent lease rental expenses.

(iii) The above future minimum lease rentals includes normal escalation rate based on agreements.

35 CSR Expenditure:

(₹ in lakhs)

2019-20 2018-19

58.14 42.37

(i) Construction/Acquisition of any asset

(ii) On purposes other than (i) above 60.25 48.63

36 Particulars of Loans, Guarantees and Investment under section 186 of the Companies Act, 2013:

2019-20 2018-19

180.50 180.50

Particulars As at 31st

March, 2020

As at 31st

March, 2019

b. Amount spent during the year on:

Name of the Company

Investment made in Indian Association for Savings and Credit

The Company, as a Lessee, has entered into various cancellable agreements for lease of buildings for its business

ranging from one year to five years in the nature of operating lease with an option to renew the lease.

During the year, ₹ 617.08 lakhs (P.Y. ₹ 467.80 lakhs) has been debited to Statement of Profit and Loss.

a. Gross amount required to be spent by the Company during the year

Particulars

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

37 Fair value measurements:

i. Financial instruments by category & hierarchy:

The carrying value & fair value of financial instruments by categories & hierarchy as at 31st March, 2020 were as follows:

(₹ in lakhs)

Particulars Note FVTOCI FVTPLAmortised

costTotal Level 1 Level 2 Level 3 Total

Financial Assets

Trade Receivables 8 - - 1,793.50 1,793.50 - - - -

Cash and Cash equivalents 9 - - 613.74 613.74 - - - -

Other bank balances 10 - - 4,916.07 4,916.07 - - - -

Loans 5A, 11 - - 39.10 39.10 - - - -

Other financial assets 5B, 12 - - 5,377.78 5,377.78 - - - -

Financial Liabilities

Borrowings 16 - - 3,189.16 3,189.16 - - - -

Other financial liabilities 17 - - 553.81 553.81 - - - -

The carrying value & fair value of financial instruments by categories & hierarchy as at 31st March, 2019 were as follows:

( ₹ in lakhs )

Particulars Note FVTOCI FVTPLAmortised

costTotal Level 1 Level 2 Level 3 Total

Financial Assets

Trade Receivables 8 - - 1,502.41 1,502.41 - - - -

Cash and Cash equivalents 9 - - 1,357.14 1,357.14 - - - -

Other bank balances 10 - - 1,916.88 1,916.88 - - - -

Loans 5A, 11 - - 62.34 62.34 - - - -

Other financial assets 5B, 12 - - 4,997.48 4,997.48 - - - -

Financial Liabilities

Borrowings 16 - - 2,634.04 2,634.04 - - - -

Other financial liabilities 17 - - 1,125.19 1,125.19 - - - -

(i) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

(iii) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

ii. Valuation technique used to determine fair value:

There were no transfers between Level 1, Level 2 and Level 3 during the year.

The carrying amounts of trade receivables, cash and cash equivalents, other bank balances, loans, other financial assets, current borrowings and

other current financial liabilities are a reasonable approximation of their fair values.

The estimated fair value amounts as at 31st March, 2020 have been measured as at that date. As such, the fair values of these financial

instruments subsequent to reporting date may be different than the amounts reported at each year-end.

The Company has classified its financial instruments into three levels in order to provide an indication about the reliability of the inputs used in

determining fair values.

(ii) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or

indirectly (i.e., derived from prices).

The carrying amounts of trade receivables, cash and cash equivalents, other bank balances, loans, other financial assets, current borrowings and

other current financial liabilities are a reasonable approximation of their fair values.

Carrying Amount Fair Value

Carrying Amount Fair Value

The fair value of the financial assets and liabilities are at the amount that would be received to sell an asset and paid to transfer a liability in an

orderly transaction between market participants at the measurement date.

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

38 Financial Risk Management:

a. Credit risk

Credit risk management

A: Low credit risk

B: Moderate credit risk

C: High credit risk

Assets Group Particulars

Low credit risk Cash and cash

equivalents, other

bank balances,

investments,

loans, trade

receivables and

other financial

assets.

Moderate credit risk Nil

High credit risk Nil

The Company’s businesses are subject to several risks and uncertainties including financial risks.

The Company's activities expose it to credit risk, liquidity risk and market risk - interest rate risk. The Board of Directors has

overall responsibility for the establishment and oversight of the Company’s risk management framework. This note explains

the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial

statements.

Risk Exposure arising from Measurement

Assets where the counter-party has

strong capacity to meet the

obligations and where the risk of

default is negligible or nil.

12 month expected credit loss/life

time expected credit loss.

Ageing analysis, Credit ratings

Liquidity risk Borrowings and other liabilities Rolling cash flow forecasts

Market risk – Interest rate risk Long-term borrowings at variable rates Cash flow forecasting, Sensitivity

analysis.

Credit risk Cash and cash equivalents, trade

receivables, financial assets measured

at amortised cost.

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,

leading to a financial loss. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of

creditworthiness as well as concentration risks.

The company's credit risk generally arises from Cash and cash equivalents, trade receivables, and other financial assets.

The Company assesses and manages credit risk of financial assets based on following categories arrived on the basis of

assumptions, inputs and factors specific to the class of financial assets.

Description of category Provision for expected credit loss

12 month expected credit loss/life

time expected credit loss.

Assets where there is a high

probability of default.

12 month expected credit loss/life

time expected credit loss/fully

provided for.

Assets where the probability of default

is considered moderate, counter-party

where the capacity to meet the

obligations is not strong.

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

Classification of Financial assets among risk categories: (₹ in lakhs)

Credit ratingAs at 31st

March, 2020

As at 31st

March, 2019

Low credit risk

12,740.18 9,836.24

Moderate credit risk - -

High credit risk - -

Basis of arriving at ECL

Reconciliation of loss allowance for first loss default guarantee for EMIs: (₹ in lakhs)

As at 31st

March, 2020

As at 31st

March, 2019

Balance at the beginning of the year 528.92 515.30

Additions during the year 341.30 98.45

Amounts withdrawn/utilisation during the year (564.61) (84.83)

Balance at the end of the year 305.61 528.92

Based on business environment in which the Company operates, a default on a financial asset is considered when the

counterparty fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based

on actual credit loss experience and considering differences between current and historical economic conditions. Assets are

written off when there is no reasonable expectation of recovery. The Company continues to engage with parties whose

balances are written off and attempts to enforce repayment. Recoveries made are recognized in statement of profit and loss.

Particulars

Cash and cash equivalents, other bank

balances, investments, loans, trade

receivables and other financial assets

(Refundable deposits).

Nil

Nil

Particulars

As an authorised Business Correspondent of various banks/financial institutions, the Company is obligated to make good the

loss suffered by banks/financial institutions on account of uncollected EMI's from the members of JLG/SHG to the extent of

first 5% of loan portfolio outstanding as First Loss Default Guarantee. The provision is based on Markov Chain Model. The

utilisation/withdrawal represents the commitment charges paid to the respective banks/financial institutions on the basis of

principles explained above.

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

b. Liquidity risk

Maturities of Financial Liabilities as at 31st March, 2020 are as follows: (₹ in lakhs)

Particulars Less than 1 year 1-5 yearsMore than

5 yearsTotal Carrying Amount

Borrowings 680.57 2,508.58 - 3,189.16 3,189.16

Other Financial liabilities 553.81 - - 553.81 553.81

Total 1,234.38 2,508.58 - 3,742.97 3,742.97

Maturities of Financial Liabilities as at 31st March, 2019 are as follows: (₹ in lakhs)

Particulars Less than 1 year 1-5 yearsMore than

5 yearsTotal Carrying Amount

Borrowings 864.54 89.51 1,680.00 2,634.04 2,634.04

Other Financial liabilities 1,125.19 - - 1,125.19 1,125.19

Total 1,989.73 89.51 1,680.00 3,759.24 3,759.24

c. Market risk

Interest rate Risks

Interest rate risk exposure

The Company does not have any variable rate borrowing which is subject to interest rate risk. (₹ in lakhs)

As at 31st

March, 2020

As at 31st

March, 2019

3,189.16 2,634.04

The Company uses a mix of cash and borrowings to manage the liquidity & fund requirements of its day-to-day operations.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes

in market interest rates. The borrowings are fixed rate borrowings and are carried at amortized cost. They are therefore not

subject to interest rate risk as defined in Ind AS 107, ‘Financial Instruments - Disclosures’, since neither the carrying amount

nor the future cash flows will fluctuate because of a change in market interest rates.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of

funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market

positions. Due to the dynamic nature of the business, the Company maintains flexibility in funding by maintaining availability

under committed credit lines. Management monitors rolling forecasts of the company’s liquidity position and cash and cash

equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the

entity operates. In addition, the company’s liquidity management policy involves projecting cash flows and considering the

level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external

regulatory requirements and maintaining debt financing plans.

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates etc. could affect the

Company’s income or the value of its holdings of financial instruments including cash flow. The objective of market risk

management is to manage and control market risk exposures within acceptable parameters, while maximising the return.

Particulars

Fixed Rate Borrowings

Contractual cash Flows

Contractual cash Flows

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

39 Capital Management

The following table summarizes the gearing ratio of the Company: (₹ in lakhs)

As at 31st

March, 2020

As at 31st

March, 2019

Non-Current Borrowings (Refer Note 16) 2,508.58 1,769.51

Current Maturities of Long term Debt (Refer Note 17) 680.57 864.54

Total Borrowings (a) 3,189.16 2,634.04

Cash and Cash equivalents (Refer Note 9) 613.74 1,357.14

Total Cash (b) 613.74 1,357.14

Net Debt (c) = (a)-(b) 2,575.42 1,276.91

Share Capital (Refer Note 14) 535.75 535.75

Other Equity (Refer Note 15) 8,716.52 5,087.78

Total Equity (d) 9,252.27 5,623.53

Total Capital (e) = (c)+(d) 11,827.70 6,900.43

Gearing Ratio = (c)/(e) 0.22 0.19

Net debt are non-current and current debts as reduced by cash and cash equivalents and current investments. Equity

comprises all components including other comprehensive income.

Particulars

The Company’s objectives when managing capital is to safeguard continuity, maintain a strong credit rating and healthy

capital ratios in order to support its business and provide adequate return to shareholders through continuing growth. The

Company’s overall strategy remains unchanged from the previous year.

The funding requirements are met through a mixture of equity, internal fund generation and other non-current borrowings.

The Company’s policy is to use current and non-current borrowings to meet anticipated funding requirements.

The Company monitors capital on the basis of the gearing ratio which is net debt divided by total capital (equity plus net

debt).

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

40 Segment Information:

41 Related Party Disclosures:

(a) Holding Company: - Nil

(b) Subsidiary Company: - Indian Association for Savings and Credit

(c) Key Management Personnel (KMP) & Relative:

- Mr. Ganesh Rao - Mr. Mohan Vasant Tanksale

- Mrs. Meenakshi Rao - Mr. Ambadas Mukundrao Pedgaonkar

- Mr. K. R. Kamath - Mr. R. Loganathan

- Mrs. Mona Thakkar - Ms. Krutika Ganesh Rao (Relative of Mr. Ganesh Rao)

(ii) Related Party Transactions:

2019-20 2018-19 2019-20 2018-19

Transactions during the period:

Salary paid - - 164.91 138.24

Salary paid to Relative of KMP 3.28 -

Directors sitting fees - - 11.75 7.90

Professional charges paid - - 12.00 12.00

Loan availed by Company during the year which is

guaranteed by Director - - 1,500.00 200.00

Interest paid 313.60 11.61 - 19.12

Reimbursement of rent

(made by IASC on NOCPL's behalf) 28.17 46.31 - -

Reimbursement of software usage charges (made

by IASC on NOCPL's behalf) 12.51 15.09 - -

Loan received during the year - 1,680.00 - -

Loan repaid to KMP - - - 150.00

Loan given to KMP - - 6.20 -

Loan repaid by KMP - - 16.00 5.00

Purchase of PPE and Intangible Assets - 66.07 - -

Outstanding balances as at the year end:

Interest Payable 9.25 11.61 - -

Loan Payable 1,680.00 1,680.00 - -

Loan Receivable from KMP 0.20 10.00

Outstanding amount of loan guaranteed by

Director - - 1,482.57 517.93

Note: Salary paid does not include amount in respect of gratuity as the same is not determinable separately.

42

(₹ in lakhs)

Particulars

Balance as on 31st

March, 2020

Balance as on 1st

April, 2019

Fair value / Ind AS

adjustments

Net Cash flows-

inflow/(Outflow)

Long-term borrowings (Net) 3,189.16 2,634.04 - 555.12

(₹ in lakhs)

Particulars

Balance as on 31st

March, 2019

Balance as on 1st

April, 2018

Fair value / Ind AS

adjustments

Net Cash flows-

inflow/(Outflow)

Long-term borrowings (Net) 2,634.04 1,181.43 24.47 1,428.15

The net cash flows - inflows/(outflows) are included in the Cash Flow Statement as Cash Flow from Financing Activities.

(i) List of related parties with whom transactions have taken place during the year ended 31st March, 2020 and

relationship:

(d) Others: (Enterprise over which key management personnel are able to exercise significant influence) - None

(₹ in lakhs)

The Company acts as an authorised Business Correspondent for banks and financial institutions, which is the only reportable operating

segment. Further there are no reportable geographical segments, since all business activities are carried in India. Hence, separate

disclosure requirements of Ind AS -108 " Segment Reporting" are not applicable.

Nature of Transactions Subsidiary Company

Key Management Personnel (KMP) &

Relative

Reconciliation of the opening and closing balances of liabilities arising from Financing activities:

New Opportunity Consultancy Private Limited

Notes to financial statements for the year ended 31st March, 2020

43

44

45 Figures have been rounded off to the nearest rupee.

In terms of our report of even date attached

For Haribhakti & Co. LLP

Chartered Accountants

ICAI Firm Registration No.103523W/W100048

Snehal Shah K.R. Kamath

Partner Chairman

Membership No. 048539 DIN: 01715073

R. Loganathan Mona Jeetendra Thakkar

Chief Financial Officer Company Secretary

Place : Mumbai Place : Mumbai

Date : 26th May, 2020 Date : 26th May, 2020

ACS M. No: A43836

Ganesh Ramanand Rao

Managing Director & CEO

Previous years figures have been regrouped, reclassified and rearranged wherever necessary to conform to the current years

classification.

For and on behalf of the Board of Directors

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards. There is no such notification which

would have been applicable from April 1, 2020.

DIN: 02302989

New Opportunity Consultancy Private Limited Notes to Standalone Financial Statements for the year ended 31st March, 2020

1. Significant Accounting Policies

i. Corporate Information:

New Opportunity Consultancy Private Limited (NOCPL) is a Company incorporated under the

Companies Act, 2013. The Company is an authorised Business Correspondent (BC) of YES Bank

Ltd., RBL Bank Ltd., Reliance Commercial Finance Ltd., DCB Bank Ltd., IDBI Bank Ltd., Utkarsh

Small Finance Bank Ltd., Axis Bank Ltd., Kotak Mahindra Bank Ltd., Fincare Small Finance Bank,

Equitas Small Finance bank, Northern Arc, Fed Fin Financial Services Ltd. and Suryoday Small

Finance Bank. The Company is engaged ‘in the business of providing micro loans under Self Help

Group (SHG)/ Joint Liability Group (JLG) model and other related financial services on behalf of

the banks. The Company manages a portfolio of ₹ 1,93,487.32 lakhs (PY ₹ 1,41,710.23 lakhs) as

on the balance sheet date with regard to the services as a Business Correspondent.

ii. General Information and Statement of Compliance with Ind AS:

These financial statements (‘financial statements’) of the Company have been prepared in

accordance with the Indian Accounting Standards (hereinafter referred to as the ‘Ind AS’) as

notified by Ministry of Corporate Affairs (‘MCA’) under Section 133 of the Companies Act, 2013

(‘the Act’) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and

other relevant provisions of the Act. The Company has uniformly applied the accounting policies

during the periods presented. The financial statements for the year ended 31st March, 2020 were

authorized and approved for issue by the Board of Directors on 26th May, 2020.

iii. Basis of Preparation:

The financial statements have been prepared on going concern basis in accordance with

accounting principles generally accepted in India.

The Financial Statements have been prepared & presented on the historical cost basis except for

certain financial instruments measured at fair values at the end of each reporting period, as

explained in the accounting policies below.

Historical cost is generally based on the fair value of the consideration given in exchange for

goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an

orderly transaction between market participants at the measurement date, regardless of whether

that price is directly observable or estimated using another valuation technique. In estimating

the fair value of an asset or a liability, the Company takes in to account the characteristics of the

asset or liability if market participants would take those characteristics into account when

pricing the asset or liability at the measurement date. Fair value for measurement and/or

disclosure purposes in these financial statements is determined on the basis stated above, except

for Accounting for Leases that are within the scope of Ind AS 17 and measurements that have

some similarities to fair value but are not fair value, such as net realizable value in Ind AS 2 or

value in use under Ind AS 36. In addition, for financial reporting purposes, fair value

measurements are categorized into Level 1, 2, or 3 based on the degree to which the inputs to

the fair value measurements are observable and the significance of the inputs to the fair value

measurements in its entirety, which are described as follows:

New Opportunity Consultancy Private Limited Notes to Standalone Financial Statements for the year ended 31st March, 2020

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or

liabilities that the entity can access at the measurement date;

• Level 2 inputs are inputs, other than quoted prices included within level 1, that are

observable for the asset or liability, either directly or indirectly; and

• Level 3 inputs are unobservable inputs for the asset or liability.

iv. Use of Estimates:

The preparation of financial statements is in conformity with generally accepted accounting

principles which require the management of the Company to make judgements, estimates and

assumptions that affect the reported amount of revenues, expenses, assets and liabilities and

disclosure of contingent liabilities at the end of the reporting period. Although these estimates

are based upon the management’s best knowledge of current events and actions, uncertainty

about these assumptions and estimates could result in the outcomes requiring a material

adjustment to the carrying amounts of assets or liabilities in future period. Appropriate changes

in estimates are made as management becomes aware of changes in circumstances surrounding

the estimates. Application of accounting policies that require significant accounting estimates

involving complex and subjective judgments and the use of assumptions in these financial

statements have been disclosed separately under the heading “Significant accounting

Judgements, estimates and assumption”.

v. Current versus non-current classification

The entity presents assets and liabilities in the balance sheet based on current/ non-current

classification.

An asset is classified as current, when:

• It is expected to be realised or intended to be sold or consumed in normal operating cycle.

• It is held primarily for the purpose of trading.

• It is expected to be realised within twelve months after the reporting period, or

• It is cash or cash equivalent unless restricted from being exchanged or used to settle a

liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current, when:

• It is expected to be settled in normal operating cycle.

• It is held primarily for the purpose of trading.

• It is due to be settled within twelve months after the reporting period, or

• There is no unconditional right to defer the settlement of the liability for at least twelve

months after the reporting period.

The entity classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

New Opportunity Consultancy Private Limited Notes to Standalone Financial Statements for the year ended 31st March, 2020

vi. Foreign currency transactions

Functional and presentation currency

The financial statements are presented in Indian Rupee in lakhs which is also the functional and

presentation currency of the Company. All amounts have been rounded-off to the nearest rupee.

(a) Initial recognition

Foreign currency transactions are recorded in the functional currency, by applying to the

exchange rate between the functional currency and the foreign currency at the date of the

transaction.

(b) Conversion

Foreign currency monetary items are converted to functional currency using the closing rate.

Non-monetary items denominated in a foreign currency which are carried at historical cost are

reported using the exchange rate at the date of the transaction; and non-monetary items which

are carried at fair value or any other similar valuation denominated in a foreign currency are

reported using the exchange rates that existed when the values were determined.

Exchange differences arising on monetary items on settlement, or restatement as at reporting

date, at rates different from those at which they were initially recorded, are recognized in the

Statement of Profit and Loss in the year in which they arise.

vii. Property, Plant and Equipment:

Property, Plant and Equipment (PPE), being fixed assets are tangible items that are held for use

in supply of services or for administrative purposes and are expected to be used for more than a

period of twelve months. They are measured at cost less accumulated depreciation and any

accumulated impairment. Cost comprises of the purchase price including import duties and non-

refundable purchase taxes after deducting trade discounts and rebates and any costs attributable

to bringing the asset to the location and condition necessary for it to be capable of operating in

the manner intended by the Management.

Depreciation on Property, Plant and Equipment (PPE) are provided under straight line method as

per the useful lives and manner prescribed under Schedule II to the Companies Act, 2013, except

leasehold buildings under operating lease arrangements, which are amortised over the leasehold

period.

Where the cost of a part of the PPE is significant to the total cost of the PPE and if that part of

the PPE has a different useful life than the main PPE, the useful life of that part is determined

separately for depreciation.

The Company has used the following useful lives to provide depreciation on its Property, Plant

and Equipment:

Class of Assets Useful Lives

Furniture and fixtures 10 years

Office equipment 5 years

Computers 3 years

New Opportunity Consultancy Private Limited Notes to Standalone Financial Statements for the year ended 31st March, 2020

Improvements to Leasehold Buildings are amortized as depreciation over the lease period, which

is considered as the estimated useful life by the management.

The depreciation method applied to an asset is reviewed at each financial year-end and if there

has been a significant change in the expected pattern of consumption of future economic

benefits embodied in the asset, depreciation is charged prospectively to reflect the changed

pattern.

The carrying amount of an item of PPE is derecognised on disposal or when no future economic

benefits are expected from its use or disposal. Gains or losses arising from de-recognition of

Property, Plant and equipment are measured as the difference between the net disposal

proceeds and the carrying amount of the asset and are recognized in the Statement of Profit and

Loss when the asset is de-recognised.

viii. Intangible assets and amortisation:

An intangible asset is an identifiable non-monetary asset without physical substance.

Intangible assets are recognised only if it is probable that future economic benefits that are

attributable to the asset will flow to the enterprise and the cost of the asset can be measured

reliably.

Computer software licenses are capitalised on the basis of costs incurred to acquire and bring to

use the specific software. Operating software is capitalised and amortised along with the related

fixed asset.

The Company has used the following useful lives to amortise its intangible assets:

Class of Assets Useful Lives

Computer software 3 Years

ix. Impairment of Non-Financial assets:

The Company periodically assesses whether there is any indication that an asset or a group of

assets comprising a cash generating unit may be impaired. If any such indication exists, the

Company estimates the recoverable amount of the asset. For an asset or group of assets that

does not generate largely independent cash inflows, the recoverable amount is determined for

the cash-generating unit to which the asset belongs. If such recoverable amount of the asset or

the recoverable amount of the cash generating unit to which the asset belongs is less than its

carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is

treated as an impairment loss and is recognized in the Statement of Profit and Loss. If at the

balance sheet date there is an indication that if a previously assessed impairment loss no longer

exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount

subject to a maximum of depreciable historical cost. An impairment loss is reversed only to the

extent that the amount of asset does not exceed the net book value that would have been

determined if no impairment loss had been recognized.

New Opportunity Consultancy Private Limited Notes to Standalone Financial Statements for the year ended 31st March, 2020

x. Business Combinations:

A common control business combination, involving entities or businesses in which all the

combining entities or businesses are ultimately controlled by the same party or parties both

before and after the business combination and where the control is not transitory, is accounted

for using the pooling of interests method.

Other business combinations, involving entities or businesses are accounted for using acquisition

method.

xi. Financial instruments:

A financial instrument is any contract that gives rise to a financial asset of one entity and a

financial liability or equity instrument of another entity.

1. Financial assets

Initial recognition and measurement

All financial assets are recognized initially at fair value plus, in the case of financial assets not

recorded at fair value through profit or loss, transaction costs that are attributable to the

acquisition of the financial asset. Purchases or sales of financial assets that require delivery of

assets within a time frame established by regulation or convention in the market place (regular

way trades) are recognized on the trade date, i.e., the date that the Company commits to

purchase or sell the asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

• Debt instruments at amortized cost

• Debt instruments at fair value through other comprehensive income (FVTOCI);

• Debt instruments and equity instruments at fair value through profit or loss (FVTPL);

• Equity instruments measured at fair value through other comprehensive income (FVTOCI).

Debt instruments at amortized cost:

A ‘debt instrument’ is measured at the amortized cost if both the following conditions are met:

• The asset is held within a business model whose objective is to hold assets for collecting

contractual cash flows, and

• Contractual terms of the asset give rise on specified dates to cash flows that are solely

payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortized cost

using the effective interest rate (EIR) method. Amortized cost is calculated by taking into

account any discount or premium on acquisition and fees or costs that are an integral part of the

EIR. The EIR amortization is included in finance income in the profit or loss. The losses arising

from impairment are recognized in the profit or loss. This category generally applies to trade and

other receivables.

New Opportunity Consultancy Private Limited Notes to Standalone Financial Statements for the year ended 31st March, 2020

Debt instrument at FVTOCI:

A ‘debt instrument’ is classified as at the FVTOCI if both of the following criteria are met:

• The objective of the business model is achieved both by collecting contractual cash flows

and selling the financial assets, and

• The asset’s contractual cash flows represent SPPI.

Debt instruments included within the FVTOCI category are measured initially as well as at each

reporting date at fair value. Fair value movements are recognized in the other comprehensive

income (OCI).

Debt instrument at FVTPL:

FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the

criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL. Debt

instruments included within the FVTPL category are measured at fair value with all changes

recognized in the Statement of Profit and Loss.

In addition, the Company may elect to designate a debt instrument, which otherwise meets

amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so

reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting

mismatch’).

Equity investments (other than investments in subsidiaries and joint ventures):

All equity investments within the scope of Ind AS 109,’ Financial Instruments’, are measured at

fair value either through Statement of Profit and Loss or other comprehensive income. The

Company makes an irrevocable election to present in OCI the subsequent changes in the fair

value on an instrument-by-instrument basis. The classification is made on initial recognition.

If the Company decides to classify an equity instrument as at FVOCI, then all fair value changes

on the instrument, excluding dividends, impairment gains or losses and foreign exchange gains

and losses, are recognized in the OCI. Any gains or losses on de-recognition is recognized in the

OCI and are not recycled to the Statement of Profit and Loss.

Equity instruments included within the FVTPL category are measured at fair value with all

changes recognized in the Statement of Profit and Loss.

De-recognition of Financial Assets:

A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar

financial assets) is primarily de-recognized when:

• The rights to receive cash flows from the asset have expired, or

• The Company has transferred its rights to receive cash flows from the asset or has assumed

an obligation to pay the received cash flows in full without material delay to a third party

under a ‘pass-through’ arrangement and either (a) the Company has transferred

substantially all the risks and rewards of the asset, or (b) the Company has neither

transferred nor retained substantially all the risks and rewards of the asset, but has

transferred control of the asset.

New Opportunity Consultancy Private Limited Notes to Standalone Financial Statements for the year ended 31st March, 2020

When the Company has transferred its rights to receive cash flows from an asset or has entered

into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and

rewards of ownership. When it has neither transferred nor retained substantially all of the risks

and rewards of the asset, nor transferred control of the asset, the Company continues to

recognize the transferred asset to the extent of the Company’s continuing involvement. In that

case, the Company also recognizes an associated liability. The transferred asset and the

associated liability are measured on a basis that reflects the rights and obligations that the

Company has retained.

Investment in Subsidiaries, Associates and Joint ventures:

The Company’s investment in equity instruments of Subsidiaries are accounted for at cost as per

Ind AS 27.

2. Financial Liabilities

Initial recognition and measurement

All financial liabilities are recognized initially at fair value and transaction cost (if any) that is

attributable to the acquisition of the financial liabilities is also adjusted.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

a. Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at

amortized cost using the Effective Interest Rate (EIR) method. Gains and losses are recognized in

profit or loss when the liabilities are de-recognized as well as through the EIR amortization

process. Amortized cost is calculated by taking into account any discount or premium on

acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included

as finance costs in the Statement of Profit and Loss.

b. Trade and other payables

These amounts represent liabilities for goods or services provided to the Company which are

unpaid at the end of the reporting period. Trade and other payables are presented as current

liabilities when the payment is due within a period of 12 months from the end of the reporting

period. For all trade and other payables classified as current, the carrying amounts approximate

fair value due to the short maturity of these instruments. Other payables falling due after 12

months from the end of the reporting period are presented as non-current liabilities and are

measured at amortized cost unless designated as fair value through profit and loss at the

inception.

c. Other financial liabilities at fair value through profit or loss:

Financial liabilities at fair value through profit or loss include financial liabilities held for trading

and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Gains or losses on liabilities held for trading are recognized in the profit or loss.

New Opportunity Consultancy Private Limited Notes to Standalone Financial Statements for the year ended 31st March, 2020

Financial guarantee contracts:

A financial guarantee contract is a contract that requires the issuer to make specified payments

to reimburse the holder for a loss it incurs because a specified debtor fails to make payment

when due in accordance with the terms of a debt instrument.

Financial guarantee contracts issued by the company are initially measured at their fair values

and are subsequently measured at the higher of:

- The amount of loss allowance determined in accordance with impairment requirements of

Ind AS 109; and

- The amount initially recognized less, when appropriate, the cumulative amount of income

recognized in accordance with the principles of Ind AS 18.

De-recognition of Financial Liabilities:

A financial liability is de-recognized when the obligation under the liability is discharged or

cancelled or expires. When an existing financial liability is replaced by another from the same

lender on substantially different terms, or the terms of an existing liability are substantially

modified, such an exchange or Modification is treated as the de-recognition of the original

liability and the recognition of a new liability. The difference in the respective carrying amounts

is recognized in the Statement of Profit or Loss.

3. Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance

sheet if there is a currently enforceable legal right to offset the recognized amounts and there is

an intention to settle on a net basis, to realize the assets and settle the liabilities

simultaneously.

4. Compound Financial Instruments:

A financial instrument that comprises of both the liability and equity components are accounted

as compound financial instruments. The fair value of the liability component is separated from

the compound instrument and is subsequently measured at amortized cost. The residual value is

recognized as equity component of other financial instrument and is not re-measured after initial

recognition.

The transaction costs related to compound instruments are allocated to the liability and equity

components in the proportion to the allocation of gross proceeds. Transaction costs related to

equity component is recognized directly in equity and the cost related to liability component is

included in the carrying amount of the liability component and amortized using effective interest

method.

xii. Impairment of Financial assets:

The Company assesses at each date of balance sheet whether a financial asset or a group of

financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a

loss allowance. The Company recognizes lifetime expected losses for all contract assets and / or

all trade receivables that do not constitute a financing transaction. For all other financial assets,

expected credit losses are measured at an amount equal to the 12-month expected credit losses

or at an amount equal to the life time expected credit losses, if the credit risk on the financial

asset has increased significantly since initial recognition.

New Opportunity Consultancy Private Limited Notes to Standalone Financial Statements for the year ended 31st March, 2020

xiii. Fair value measurement:

The Company measures financial instruments at fair value at each balance sheet date. Fair value

is the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date. The fair value measurement

is based on the presumption that the transaction to sell the asset or transfer the liability takes

place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or

liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market

participants would use when pricing the asset or liability, assuming that market participants act

in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s

ability to generate economic benefits by using the asset in its highest and best use or by selling it

to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which

sufficient data are available to measure fair value, maximizing the use of relevant observable

inputs and minimizing the use of unobservable inputs. All assets and liabilities for which fair

value is measured or disclosed in the financial statements are categorized within the fair value

hierarchy, described as follows, based on the lowest level input that is significant to the fair

value measurement as a whole:

• Level 1: Quoted (unadjusted) market prices in active markets for identical assets or

liabilities;

• Level 2: Valuation techniques for which the lowest level input that is significant to the fair

value measurement is directly or indirectly observable, or

• Level 3: Valuation techniques for which the lowest level input that is significant to the fair

value measurement is unobservable.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the

Company determines whether transfers have occurred between levels in the hierarchy by re-

assessing categorization (based on the lowest level Input that is significant to the fair value

measurement as a whole) at the end of each reporting period.

xiv. Revenue Recognition:

a. Revenue from Operations

Income from product delivery and services from banks in the capacity of Business Correspondent

are recognized on accrual when the Company’s performance obligation is satisfied.

New Opportunity Consultancy Private Limited Notes to Standalone Financial Statements for the year ended 31st March, 2020

b. Interest Income:

Interest income, including income arising from other financial instruments, is recognised using

the effective interest rate (EIR) method. EIR is the rate that exactly discounts the estimated

future cash payments or receipts over the expected life of the financial instrument or a shorter

period, where appropriate, to the gross carrying amount of the financial asset or to the

amortized cost of a financial. When calculating the effective interest rate, the company

estimates the expected cash flows by considering all the contractual terms of the financial

instrument but does not consider the expected credit losses. Interest income is included in

finance income in the Statement of Profit and Loss. The expected cash flows are reassessed on a

yearly basis and changes, if any, are accounted prospectively.

c. Other Operating Revenue:

Other Operating revenue comprises income from ancillary activities incidental to the operations

of the company and are recognized when the right to receive the income is established as per the

terms of the contract.

d. Dividend income:

Dividend income from investments is recognised when the Company’s right to receive payment

has been established (provided that it is probable that the economic benefits will flow to the

Company and the amount of income can be measured reliably).

xv. Leases:

Effective April 1, 2019, the Company has adopted Ind AS 116 “Leases”. Leases are classified as

finance leases whenever the terms of the lease transfer substantially all the risks and rewards

incidental to ownership to the lessee. All other leases are classified as operating leases.

As a lessee

The Company’s lease asset classes primarily consist of leases for land and buildings. The Company

assesses whether a contract contains a lease, at inception of the contract. Ind AS 116 defines a

lease as a contract, or a part of a contract, that conveys the right of use an asset (the underlying

asset) for a period of time in exchange of consideration. To assess whether as contract conveys

the right to control the use of an identified asset, the Company assesses whether: (i) the contract

involves the use of an identified asset; (ii) the Company has substantially all of the economic

benefits from use of the asset through the period of the lease and (iii) the Company has the right

to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use asset and a

corresponding lease liability for all lease arrangements in which it is a lessee, except for leases

with a term of twelve months or less (short term leases) and low value leases. For these short-

term and low value leases, the Company recognizes the lease payments as an operating expenses

on a straight line basis over the term of the lease.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the

lease liability adjusted for any lease payments made at or prior to the commencement date of

the lease plus any initial direct costs less any lease incentives. They are subsequently measured

at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated

from the commencement date on straight line basis over the shorter of the lease term and useful

life of the underlying assets.

New Opportunity Consultancy Private Limited Notes to Standalone Financial Statements for the year ended 31st March, 2020

As a lessor

Lease for which the Company is a lessor is classified as finance or operating lease. Whenever the

terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the

contract is classified as a finance lease. All other leases are classified as operating leases. For

operating leases, rental income is recognized on straight line basis over the term of the relevant

lease.

xvi. Employee benefits

1. Short Term and other long term employee benefits:

A liability is recognized for benefits accruing to employees in respect of wages and salaries,

annual leave and sick leave in the period the related service is rendered at the undiscounted

amount of the benefits expected to be paid in exchange for that service.

Liabilities recognized in respect of short-term employee benefits are measured at the

undiscounted amount of the benefits expected to be paid in exchange for the related service.

Liabilities recognized in respect of other long-term employee benefits are measured at the

present value of the estimated future cash outflows expected to be made by the Company in

respect of services provided by employees up to the reporting date.

Compensated leave absences are encashed by employees at year end and no carry forward of

leave is permitted as per the leave policy.

2. Post-Employment Benefits

a. Defined Contribution Plans

A defined contribution plan is a post-employment benefit plan under which the Company pays

specified contributions to a separate entity. The Company makes specified monthly contributions

towards Provident Fund and Superannuation Fund. The Company’s contribution is recognized as

an expense in the Statement of Profit and Loss during the period in which the employee renders

the related service.

b. Defined Benefit Plans

For defined benefit retirement plans, the cost of providing benefits is determined using the

projected unit credit method, with actuarial valuations being carried out at the end of each

annual reporting period. Re-measurement, comprising actuarial gains and losses, the effect of

the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest),

is reflected immediately in the statement of financial position with a charge or credit recognized

in OCI in the period in which they occur. Re-measurement recognized in other comprehensive

income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Past service cost is recognized in profit or loss in the period of a plan amendment.

xvii. Borrowing costs:

Borrowing costs directly attributable to acquisition/ construction of qualifying assets are

capitalized until the time all substantial activities necessary to prepare the qualifying assets for

their intended use are complete. A qualifying asset is one that necessarily takes substantial

New Opportunity Consultancy Private Limited Notes to Standalone Financial Statements for the year ended 31st March, 2020

period of time to get ready for its intended use/ sale. All other borrowing costs are charged to

the Statement of Profit and Loss.

xviii. Provisions:

A provision is recognized when an enterprise has a present obligation (legal or constructive) as

result of past event and it is probable that an outflow of embodying economic benefits of

resources will be required to settle a reliably assessable obligation. Provisions are determined

based on best estimate required to settle each obligation at each balance sheet date. If the

effect of the time value of money is material, provisions are discounted using a current pre-tax

rate that reflects, when appropriate, the risks specific to the liability. When discounting is used,

the increase in the provision due to the passage of time is recognized as a finance cost.

xix. Contingent liabilities and Contingent Assets:

A contingent liability is a possible obligation that arises from past events whose existence will be

confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond

the control of the company or a present obligation that is not recognized because it is not

probable that an outflow of resources will be required to settle the obligation. A contingent

liability also arises in extremely rare cases where there is a liability that cannot be recognized

because it cannot be measured reliably. The company does not recognize a contingent liability

but discloses its existence in the financial statements.

Contingent Assets are not recognized but are disclosed when the inflow of economic benefits are

probable.

xx. Earnings per share:

Basic earnings per share are calculated by dividing the net profit or loss for the period

attributable to equity shareholders by the weighted average number of equity shares outstanding

during the period. Partly paid equity shares (if any) are treated as a fraction of an equity share

to the extent that they were entitled to participate in dividends relative to a fully paid equity

share during the reporting period. The weighted average number of equity shares outstanding

during the period is adjusted for events of bonus issue; bonus element in a rights issue to existing

shareholders; share split; and consolidation of shares if any.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period

attributable to equity shareholders and the weighted average number of shares outstanding

during the period are adjusted for the effects of all dilutive potential equity shares.

xxi. Taxes on Income:

Tax expense comprises of current and deferred tax.

a. Current income tax:

Current income tax assets and liabilities are measured at the amount expected to be recovered

from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount

are those that are enacted or substantively enacted, at the reporting date. Current income tax

New Opportunity Consultancy Private Limited Notes to Standalone Financial Statements for the year ended 31st March, 2020

relating to items recognized directly in equity is recognized in other comprehensive income /

equity and not in the Statement of Profit and Loss. Management periodically evaluates positions

taken in the tax returns with respect to situations in which applicable tax regulations are subject

to interpretation and establishes provisions where appropriate.

b. Deferred tax:

Deferred tax is provided on temporary differences between the tax bases of assets and liabilities

and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of

unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent

that it is probable that taxable profit will be available against which the deductible temporary

differences, and the carry forward of unused tax credits and unused tax losses can be utilized.

The carrying amount of deferred tax assets are reviewed at each reporting date and reduced to

the extent that it is no longer probable that sufficient taxable profit will be available to allow all

or part of the deferred tax asset to be utilized.

Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to

the extent that it has become probable that future taxable profits will allow the deferred tax

asset to be recovered.

Deferred tax assets and liabilities are measured based on tax rates (and tax laws) that have been

enacted or substantively enacted at the reporting date.

c. Minimum alternate tax:

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic

benefits in the form of adjustment to future income tax liability, is considered as an asset if

there is convincing evidence that the Company will pay normal income tax. The carrying amount

of MAT is reviewed at each reporting date and asset will be written down to the extent the

company’s right of adjustment would lapse.

Accordingly, MAT is recognized as an asset in the Balance Sheet when it is highly probable that

future economic benefit associated with it will flow to the Company.

xxii. Cash and cash equivalents:

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in

hand and short-term deposits with an original maturity of three months or less, which are subject

to an insignificant risk of changes in value.

Significant accounting Judgments, estimates and assumptions:

The preparation of financial statements in conformity with the recognition and measurement

principles of Ind AS requires management to make judgments, estimates and assumptions that

affect the reported balances of revenues, expenses, assets and liabilities and the accompanying

disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and

estimates could result in outcomes that require a material adjustment to the carrying amount of

assets or liabilities affected in future periods.

New Opportunity Consultancy Private Limited Notes to Standalone Financial Statements for the year ended 31st March, 2020

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to

accounting estimates are recognized in the period in which the estimate is revised if the revision

affects only that period or in the period of the revision and future periods if the revision affects

both current and future periods.

The following are the areas of estimation uncertainty and critical judgments that the

management has made in the process of applying the Company’s accounting policies:

a) Recognition of deferred tax assets:

The extent to which deferred tax assets can be recognized is based on an assessment of the

probability of the future taxable income against which the deferred tax assets can be utilized.

b) Provision and contingent liability:

On an ongoing basis, the Company reviews pending cases, claims by third parties and other

contingencies. For contingent losses that are considered probable, an estimated loss is recorded

as an accrual in financial statements. Loss contingencies that are considered possible are not

provided for but disclosed as Contingent liabilities in the financial statements. Contingencies,

the likelihood of which is remote, are not disclosed in the financial statements.

c) Useful lives of depreciable assets:

Management reviews the useful lives of depreciable assets at each reporting. As at March 31,

2020 management assessed that the useful lives represent the expected utility of the assets to

the Company. Further, there is no significant change in the useful lives as compared to previous

year.

d) Evaluation of indicators for impairment of assets:

The evaluation of applicable indicators of impairment of assets requires assessment of several

external and internal factors which could result in deterioration of recoverable amount of the

assets.

e) Defined benefit obligation:

Management’s estimate of the Defined Benefit obligation is based on a number of underlying

assumptions such as standard rates of inflation, mortality, discount rate and anticipation of

future salary increases. Variation in these assumptions may impact the obligation amount and

the annual defined benefit expenses.

f) Fair value measurements:

Management applies valuation techniques to determine the fair value of financial instruments

(where active market quotes are not available). This involves developing estimates and

assumptions consistent with how market participants would price the instrument.

INDEPENDENT AUDITOR’S REPORT

To the Members of New Opportunity Consultancy Private Limited

Report on the Audit of the Consolidated Ind AS Financial Statements

Opinion

We have audited the accompanying Consolidated Ind AS Financial Statements of New Opportunity

Consultancy Private Limited (hereinafter referred to as “the Holding Company”) and its subsidiary

(the Holding Company and its subsidiary together referred to as “the Group”), comprising of the

Consolidated Balance Sheet as at March 31, 2020, the Consolidated Statement of Profit and Loss

(including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the

Consolidated Statement of Cash Flows for the year then ended and notes to the Consolidated Ind AS

Financial Statements including a summary of the significant accounting policies and other explanatory

information (hereinafter referred to as “Consolidated Ind AS Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid Consolidated Ind AS Financial Statements give the information required by the Companies

Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the

accounting principles generally accepted in India including the Indian Accounting Standards (“Ind

AS”) prescribed under section 133 of the Act, of the consolidated state of affairs of the Group as at

March 31, 2020, their consolidated profit (including other comprehensive income), their consolidated

changes in equity and their consolidated cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section

143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s

Responsibilities for the Audit of the Consolidated Ind AS Financial Statements section of our report.

We are independent of the Group in accordance with the Code of Ethics issued by the Institute of

Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to

our audit of the Consolidated Ind AS Financial Statements under the provisions of the Act and Rules

thereunder, and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the Code of Ethics. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion on the Consolidated Ind AS Financial

Statements.

Emphasis of Matter

We draw attention to Note No. 31 to the accompanying Consolidated Ind AS Financial Statements which explains the uncertainties and the management’s evaluation of the financial impact on the Company due to lockdown and other restrictions on account of COVID-19 pandemic situation, for which a definitive assessment of the impact is highly dependent upon the circumstances as they evolve in the subsequent period.

Our opinion is not modified in respect of this matter.

Other Information

The Holding Company’s Board of Directors is responsible for the other information. The other

information comprises the information included in the Holding Company’s Directors’ Report, but does

not include the Standalone Ind AS Financial Statements, Consolidated Ind AS Financial Statements

and our auditor’s report thereon.

Our opinion on the Consolidated Ind AS Financial Statements does not cover the other information

and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Consolidated Ind AS Financial Statements, our responsibility is to

read the other information and, in doing so, consider whether the other information is materially

inconsistent with the Consolidated Ind AS Financial Statements or our knowledge obtained in the

audit or otherwise appears to be materially misstated. If, based on the work we have performed, we

conclude that there is a material misstatement of this other information, we are required to report

that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Ind AS

Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation and presentation of

these Consolidated Ind AS Financial Statements in terms of the requirements of the Act that give a

true and fair view of the consolidated financial position, consolidated financial performance

(including other comprehensive income), consolidated changes in equity and consolidated cash flows

of the Group in accordance with the accounting principles generally accepted in India, including Ind

AS prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards)

Rules, 2015, as amended. The respective Board of Directors of the companies included in the Group

are responsible for maintenance of adequate accounting records in accordance with the provisions

of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other

irregularities; the selection and application of appropriate accounting policies; making judgments

and estimates that are reasonable and prudent; and design, implementation and maintenance of

adequate internal financial controls, that were operating effectively for ensuring the accuracy and

completeness of the accounting records, relevant to the preparation and presentation of the

Consolidated Ind AS Financial Statements that give a true and fair view and are free from material

misstatement, whether due to fraud or error, which have been used for the purpose of preparation

of the Consolidated Ind AS Financial Statements by the Directors of the Holding Company, as

aforesaid.

In preparing the Consolidated Ind AS Financial Statements, the respective Board of Directors of the

companies included in the Group are responsible for assessing the ability of the Group to continue as

a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless management either intends to liquidate the Group or to cease

operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are responsible for

overseeing the financial reporting process of the Group.

Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Consolidated Ind AS Financial

Statements as a whole are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with SAs will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material

if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these Consolidated Ind AS Financial Statements. As part of an

audit in accordance with SAs, we exercise professional judgment and maintain professional

skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Consolidated Ind AS Financial

Statements, whether due to fraud or error, design and perform audit procedures responsive to

those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our

opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for

one resulting from error, as fraud may involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are

also responsible for expressing our opinion on whether the Holding Company and its subsidiary,

which is incorporated in India, have adequate internal financial controls with reference to

financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to

events or conditions that may cast significant doubt on the ability of the Group to continue as a

going concern. If we conclude that a material uncertainty exists, we are required to draw

attention in our auditor’s report to the related disclosures in the Consolidated Ind AS Financial

Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are

based on the audit evidence obtained up to the date of our auditor’s report. However, future

events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Consolidated Ind AS Financial

Statements, including the disclosures, and whether the Consolidated Ind AS Financial Statements

represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities

or business activities within the Group of which we are the independent auditors, to express an

opinion on the Consolidated Ind AS Financial Statements. We are responsible for the direction,

supervision and performance of the audit of the Ind AS financial statements of such entities

included in the Consolidated Ind AS Financial Statements of which we are the independent

auditors.

We communicate with those charged with governance of the Holding Company and such other entities

included in the Consolidated Ind AS Financial Statements of which we are the independent auditors

regarding, among other matters, the planned scope and timing of the audit and significant audit

findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with

relevant ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our independence, and

where applicable, related safeguards.

Other matter Due to severe health hazard associated with COVID-19 and also the consequential nation-wide

lockdown from March 25, 2020 till May 31, 2020, announced by the government, it was impracticable

for us to physically verify certain documents pertaining to revenue and expense transactions nor the

management could facilitate scan copies of the same due to its voluminous nature. Therefore, we

have performed and relied on other related alternative audit procedures to obtain comfort over the

completeness and accuracy of these transactions.

Report on Other Legal and Regulatory Requirements

As required by section 143(3) of the Act, based on our audit we report, to the extent applicable,

that:

a. We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit of the aforesaid

Consolidated Ind AS Financial Statements;

b. In our opinion, proper books of account as required by law relating to preparation of the

aforesaid Consolidated Ind AS Financial Statements have been kept so far as it appears from

our examination of those books and the reports of the other auditors;

c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including

Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the

Consolidated Statement of Cash Flows dealt with by this report are in agreement with the

relevant books of account maintained for the purpose of preparation of the Consolidated

Ind AS Financial Statements;

d. In our opinion, the aforesaid Consolidated Ind AS Financial Statements comply with the Ind

AS specified under section 133 of the Act read with the Companies (Indian Accounting

Standards) Rules, 2015, as amended;

e. The matter described under the Emphasis of Matter section above, in our opinion, may have an adverse effect on the functioning of the Group;

f. On the basis of the written representations received from the directors of the Holding

Company and its subsidiary company which is incorporated in India, as on March 31, 2020

and taken on record by the Board of Directors of the respective companies, none of the

directors of the Group companies incorporated in India, are disqualified as on March 31,

2020 from being appointed as a director in terms of section 164(2) of the Act;

g. With respect to the adequacy of the internal financial controls with reference to financial

statements of the Holding Company and its subsidiary company incorporated in India and

the operating effectiveness of such controls, refer to our separate report in “Annexure”;

h. With respect to the other matters to be included in the Auditor’s Report in accordance with

the requirements of section 197(16) of the Act:

In our opinion and to the best of our information and according to the explanations given

to us, the Holding Company being a private company and the subsidiary company being a

section 8 company, section 197 of the Act related to the managerial remuneration is not

applicable;

i. With respect to the other matters to be included in the Auditor’s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best

of our information and according to the explanations given to us:

(i) The Consolidated Ind AS Financial Statements disclose the impact of pending litigations

on the consolidated financial position of the Group – Refer Note No. 30 to the Consolidated

Ind AS Financial Statements;

(ii) The Group did not have any material foreseeable losses on long term contracts including

derivative contracts; and

(iii) There were no amounts which were required to be transferred to the Investor Education

and Protection Fund by the Holding Company and its subsidiary company, incorporated in

India.

For Haribhakti & Co. LLP

Chartered Accountants

ICAI Firm Registration No.103523W / W100048

____________________

Snehal Shah

Partner

Membership No. 048539

UDIN: 20048539AAAAAR6358

Place: Mumbai

Date: May 26, 2020

ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT

[Referred to in paragraph 2(g) under ‘Report on Other Legal and Regulatory Requirements’ section in our Independent Auditor’s Report of even date to the members of New Opportunity Consultancy Private Limited on the Consolidated Ind AS Financial Statements for the year ended March 31, 2020]

Report on the Internal Financial Controls with reference to Financial Statements under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the Consolidated Ind AS Financial Statements of New Opportunity Consultancy Private Limited (“Holding Company”) as of and for the year ended March 31, 2020, we have audited the internal financial controls with reference to Consolidated Ind AS Financial Statements of the Holding Company and its subsidiary company, which is incorporated in India, as of that date. Management’s Responsibility for Internal Financial Controls The respective Board of Directors of the Holding Company and its subsidiary company, which is incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. Auditor’s Responsibility Our responsibility is to express an opinion on the internal financial controls with reference to Consolidated Ind AS Financial Statements of Holding Company and its subsidiary company, which is incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to Consolidated Ind AS Financial Statements was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to Consolidated Ind AS Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to Consolidated Ind AS Financial Statements included obtaining an understanding of internal financial controls with reference to Consolidated Ind AS Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the Consolidated Ind AS Financial Statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to Consolidated Ind AS Financial Statements of Holding Company and its subsidiary company.

Meaning of Internal Financial Controls with reference to Financial Statements

A company's internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls with reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to Consolidated Ind AS Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Consolidated Ind AS Financial Statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion

In our opinion and to the best of our information and according to the explanations given to us the Holding Company and its subsidiary company, which is incorporated in India, have, in all material respects, adequate internal financial controls with reference to Consolidated Ind AS Financial Statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2020, based on the internal control with reference to Consolidated Ind AS Financial Statements criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note issued by the ICAI. We have included an Emphasis of Matter (EOM) section in our Independent Auditor’s Report to highlight the impact of COVID-19 assessment on the Consolidated Ind AS Financial Statements of the Company for the year ended March 31, 2020. Our opinion on the Company’s internal financial controls with reference to financial statements is not affected by this EOM since no concerns have been noted with regard to the design and operating effectiveness of internal controls.

For Haribhakti & Co. LLP

Chartered Accountants

ICAI Firm Registration No.103523W / W100048

____________________

Snehal Shah

Partner

Membership No. 048539

UDIN: 20048539AAAAAR6358

Place: Mumbai

Date: May 26, 2020

(₹ in lakhs)

As at 31st As at 31st

March, 2020 March, 2019

ASSETS

Non-current assets

(a) Property, Plant and Equipment 2 663.58 505.33

(b) Capital work in progress 2 - -

(c) Intangible assets 3 16.50 20.85

(d) Financial assets

- Investments 4 96.64 -

- Loans 5 6.78 -

- Other 6 4,916.20 4,708.55

(e) Deferred tax assets (net) 7 163.51 169.62

(f) Non Current Tax Assets (net) 8 155.37 89.03

(g) Other non-current assets 9 - 55.42

Total non-current assets 6,018.58 5,548.80

Current assets

(a) Financial assets

(i) Trade receivables 10 1,793.50 1,502.41

(ii) Cash and cash equivalents 11 639.79 1,389.67

(iii) Bank balances other than (ii) above 12 4,916.07 1,916.88

(iv) Loans 5 137.32 197.61

(v) Other 13 474.31 319.90

(b) Other current assets 14 150.59 96.34

Total current assets 8,111.58 5,422.81

Total assets 14,130.16 10,971.61

EQUITY AND LIABILITIES

Equity

(a) Equity Share capital 15 535.75 535.75

(b) Other Equity 16 10,538.45 6,865.85

Equity Attributable to owners of the Company 11,074.20 7,401.60

Non-Controlling interests 0.44 0.43

Total equity 11,074.64 7,402.03

Liabilities

Non-current Liabilities

(a) Financial liabilities

- Borrowings 17 847.61 142.54

Total Non-current Liabilities 847.61 142.54

Current Liabilities

(a) Financial liabilities

- Other financial liabilities 18 1,261.68 2,009.09

(b) Other current liabilities 19 588.23 661.65

(c) Provisions 20 350.55 570.15

(d) Current Tax Liabilities (net) 21 7.46 186.14

Total Current Liabilities 2,207.92 3,427.03

Total Liabilities 3,055.53 3,569.57

Total Equity and Liabilities 14,130.16 10,971.61

The accompanying Notes 1 to 49 are an integral part of the consolidated financial statements.

In terms of report of date attached

For Haribhakti & Co. LLP

Chartered Accountants

ICAI Firm Registration No.103523W/W100048

Snehal Shah K. R. Kamath Ganesh Ramanand Rao

Partner Chairman Managing Director & CEO

Membership No.048539 DIN: 01715073 DIN:02302989

R. Loganathan Mona Jeetendra Thakkar

Chief Financial Officer Company Secretary

ACS M. No: A43836

Place : Mumbai Place : Mumbai

Date : May 26, 2020 Date : May 26, 2020

For and on behalf of the Board of Directors

Consolidated Balance Sheet as at 31st March, 2020

New Opportunity Consultancy Private Limited

ParticularsNote

No.

(₹ in lakhs)

I. Revenue from operations 22 17,174.31 13,796.65

II. Other Income 23 105.10 145.40

III. Total Income (I + II) 17,279.41 13,942.05

IV. EXPENSES:

Employee benefits expense 24 9,133.90 6,063.65

Finance costs 25 219.40 269.43

Depreciation and amortization expenses 26 224.37 152.54

Other expenses 27 2,773.80 3,349.46

Total expenses (IV) 12,351.47 9,835.08

V Profit before tax (III - IV) 4,927.94 4,106.98

VI Tax Expense 28

(1) Current Tax 1,263.00 1,106.69

(2) Deferred Tax (1.71) 70.44

(3) Taxation for earlier years 17.30 69.93

VII Profit for the year (V - VI) 3,649.35 2,859.92

VIII Other comprehensive income

Items that will not be reclassified to profit or loss

- Remeasurement of post employment benefit obligations 31.07 (8.98)

- Income tax relating to these items that will not be reclassified

to profit or loss(7.82) 3.73

Total other comprehensive income 23.25 (5.25)

IX Total comprehensive income (VII+VIII) 3,672.60 2,854.67

X Profit for the year attributable to

- Owners of the Company 3,649.34 2,859.92

- Non-controlling interests 0.01 (0.01)

XI Other Comprehensive Income for the year attributable to -

- Owners of the Company 23.25 (5.25)

- Non-controlling interests 0.00 0.00

XII Total Comprehensive Income for the year attributable to

- Owners of the Company 3,672.59 2,854.67

- Non-controlling interests 0.01 (0.01)

XIII Earnings per equity share (Face value ₹ 10 each): 29

- Basic & Diluted 68.12 53.38

The accompanying Notes 1 to 49 are an integral part of the consolidated financial statements.

In terms of report of date attached

For Haribhakti & Co. LLP

Chartered Accountants

ICAI Firm Registration No.103523W/W100048

Snehal Shah K. R. Kamath Ganesh Ramanand Rao

Partner Chairman Managing Director & CEO

Membership No.048539 DIN: 01715073 DIN:02302989

R. Loganathan Mona Jeetendra Thakkar

Chief Financial Officer Company Secretary

ACS M. No: A43836

Place : Mumbai Place : Mumbai

Date : May 26, 2020 Date : May 26, 2020

For the year ended 31st

March, 2019

Consolidated Statement of Profit and Loss for the year ended 31st March, 2020

New Opportunity Consultancy Private Limited

For and on behalf of the Board of Directors

ParticularsNote

No.

For the year ended

31st March, 2020

New Opportunity Consultancy Private Limited

Consolidated statement of changes in equity for the year ended 31st March, 2020

A. Equity Share capital

Particulars ₹ in lakhs

Balance as at 1st April 2018 535.75

Shares issued during the year -

Balance as at 31st March 2019 535.75

Shares issued during the year -

Balance as at 31st March 2020 535.75

B. Other equity (₹ in lakhs)

Particulars

Capital

Reserve

Securities

Premium

Debenture

Redemption

Reserve

General

Reserve

Retained

Earnings

Non-

controlling

interests

Total

Balance as at 1st April, 2018 369.21 123.75 220.00 - 3,298.23 0.44 4,011.63

Profit for the year 2018-19 - - - - 2,859.92 (0.01) 2,859.91

Transfer to other reserves - - - - - - -

Other Comprehensive income

(net of tax)

- - - - (5.25) 0.00 (5.25)

Balance as at 31st March, 2019 369.21 123.75 220.00 - 6,152.90 0.43 6,866.29

Profit for the year 2019-20 - - - - 3,649.34 0.01 3,649.35

Transfer to other reserves - - (220.00) 220.00 - -

Other Comprehensive income

(net of tax)

- - - - 23.25 0.00 23.25

Balance as at 31st March, 2020 369.21 123.75 - 220.00 9,825.49 0.44 10,538.89

The accompanying Notes 1 to 49 are an integral part of the consolidated financial statements.

In terms of report of date attached

For Haribhakti & Co. LLP For and on behalf of the Board of Directors

Chartered Accountants

ICAI Firm Registration No.103523W/W100048

Snehal Shah K. R. Kamath Ganesh Ramanand Rao

Partner Chairman Managing Director & CEO

Membership No. 048539 DIN: 01715073 DIN:02302989

R. Loganathan Mona Jeetendra Thakkar

Chief Financial Officer

ACS M. No.: A43836

Place : Mumbai Place : Mumbai

Date : May 26, 2020 Date : May 26, 2020

Reserves and Surplus

Company Secretary

(₹ in lakhs)

Particulars

A. Cash flows from operating activities

Profit before tax 4,927.94 4,106.98

Adjustments for:

Dividend Income - (5.12)

Depreciation and amortization expenses 224.37 152.54

Finance Costs 219.40 269.43

Assets written off (Net) - -

Loss on sale of PPE 3.20 9.94

Loss on Sale of Investments - 0.01

Loss on fair value changes of equity instruments 3.36 -

Provision for expected credit loss on Trade Receivable 0.51 -

Provision for expected credit loss on EMI & Service Tax 494.64 945.48 98.45 525.25

Operating profit before working capital changes 5,873.42 4,632.23

- Increase in trade receivables (291.60) (297.71)

- Increase in Non-current and current financial assets (3,558.24) (2,453.75)

- Increase in Other non-current and current assets (29.50) (50.68)

- Decrease in non-current and current financial liabilities (721.65) (484.91)

- Decrease in other non-current and current liabilities (73.42) 228.93

- Increase/(Decrease) in other non-current and current provisions (530.19) (5,204.60) 146.13 (2,911.99)

Cash generated from / (used in) operations 668.82 1,720.24

Income taxes paid (Net of Refunds) (1,508.33) (914.74)

Net cash generated from/ (used in) operating activities - (A) (839.51) 805.50

B. Cash flows from investing activities

Purchase of Property, Plant & Equipment and Intangible Assets (317.57) (233.51)

Proceeds from sale of Property, Plant & Equipment and

Intangible Assets 0.85 5.54

(Purchase)/Sale of Investments - 22.62

Dividend Income - 5.12

Net cash used in investing activities - (B) (316.72) (200.23)

C. Cash flow from Financing activities

Proceeds from non-current borrowings (Refer Note No.44) 1,532.56 200.00

Repayment of non-current borrowings (Refer Note No.44) (1,008.22) (481.97)

Overdraft facility from Bank 145.76 -

Interest paid (263.75) (254.96)

Net cash used in financing activities - (C) 406.35 (536.93)

Net increase/(decrease) in cash and cash equivalents (A+B+C) (749.88) 68.33

Cash and cash equivalents at the beginning of the year 1,389.67 1,321.34

Cash and cash equivalents at the end of the year 639.79 1,389.67

Components of Cash & Cash Equivalents as at the year end

(Refer Note 11)

Cash 25.00 0.01

Balances With Bank:

in current accounts 614.79 1,289.66

in fixed deposit accounts with maturity less than 3 months - 100.00

639.79 1,389.67

The accompanying Notes 1 to 49 are an integral part of the consolidated financial statements.

In terms of report of date attached

For Haribhakti & Co. LLP

Chartered Accountants

ICAI Firm Registration No.103523W/W100048

Snehal Shah K.R. Kamath Ganesh Ramanand Rao

Partner Chairman Managing Director & CEO

Membership No. 048539 DIN: 01715073 DIN:02302989

R. Loganathan

Chief Financial Officer

ACS M. No : A43836

Place : Mumbai Place : Mumbai

Date : May 26, 2020 Date : May 26, 2020

Consolidated Statement of cash flows for the year ended 31st March, 2020

Company Secretary

For and on behalf of the Board of Directors

New Opportunity Consultancy Private Limited

For the year ended

31st March, 2020

For the year ended

31st March, 2019

Mona Jeetendra Thakkar

The above cash flow has been prepared under the "Indirect Method" as set out in Indian Accounting Standard (Ind AS) 7- Statement of Cash Flows.

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

2. Property, Plant and Equipment (PPE) (₹ in lakhs)

Particulars LandFurniture &

Fixtures

Office

EquipmentsVehicles Computers

Leasehold

Improvements Total

Capital work-in-

progress

Gross Block

As at 1st April, 2018 6.74 210.41 117.85 36.76 167.20 64.59 603.55 27.54

Additions during the year - 70.70 27.94 - 50.73 88.88 238.25 -

Disposals during the year - - 24.56 - 26.18 64.59 115.33 -

Capitalised during the year 27.54

As at 31st March, 2019 6.74 281.11 121.23 36.76 191.75 88.88 726.47 -

Additions during the year - 145.81 73.94 - 112.39 46.76 378.90 46.76

Disposals during the year - - 4.34 - - - 4.34 -

Capitalised during the year - - - - - - - 46.76

As at 31st March, 2020 6.74 426.92 190.83 36.76 304.14 135.64 1,101.03 -

Accumulated Depreciation

As at 1st April, 2018 - 26.61 33.07 8.94 79.27 20.21 168.10 -

Depreciation charged for the year - 26.63 39.99 3.30 60.35 8.92 139.20 -

Disposals during the year - 5.01 24.01 - 30.54 26.59 86.16

As at 31st March, 2019 - 48.23 49.05 12.24 109.08 2.54 221.14 -

Depreciation charged for the year - 62.64 70.68 7.74 58.52 16.94 216.52 -

Disposals during the year - 0.29 0.29 -

As at 31st March, 2020 - 110.87 119.44 19.98 167.60 19.48 437.37 -

Net Carrying amount

As at 31st March, 2019 6.74 232.88 72.18 24.52 82.67 86.34 505.33 -

As at 31st March, 2020 6.74 316.05 71.39 16.78 136.54 116.16 663.58 -

For assets secured against borrowings, see Note 17.

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

3. Intangible assets (₹ in lakhs)

ParticularsComputer

SoftwareTotal

Gross Block

As at 1st April, 2018 11.39 11.39

Additions during the year 24.29 24.29

Disposals during the year - -

As at 31st March, 2019 35.68 35.68

Additions during the year 3.49 3.49

Disposals during the year - -

As at 31st March, 2020 39.17 39.17

Accumulated amortization

As at 1st April, 2018 7.59 7.59

Amortization for the year 13.34 13.34

Disposals during the year 6.10 6.10

As at 31st March, 2019 14.83 14.83

Amortization during the year 7.85 7.85

Disposals during the year - -

As at 31st March, 2020 22.68 22.68

Net Carrying amount

As at 31st March, 2019 20.85 20.85

As at 31st March, 2020 16.50 16.50

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

As at 31st

March 2020

As at 31st

March 2019

₹ in lakhs ₹ in lakhs

Investment carried at FVTPL - Trade - Unquoted

- Investments in equity instruments of Conatus Finserve Private Limited

96.64 -

96.64 -

5. Loans

As at 31st

March 2020

As at 31st

March 2019

₹ in lakhs ₹ in lakhs

Non-current

Unsecured, considered good

Loan to Employees 6.78 -

6.78 -

Current

Secured, considered good

Inter Corporate loan (Refer Note 38) 105.00 -

Unsecured, considered good

Inter Corporate loan (Refer Note 38) - 135.00

Loans to Employees 32.32 62.61

137.32 197.61

Inter Corporate loan given to a Company in which Director is a member ₹ 105 lakhs (PY ₹ 95 lakhs).

As at 31st

March 2020

As at 31st

March 2019

₹ in lakhs ₹ in lakhs

Unsecured, considered good

Margin Deposits Account with scheduled banks # 4,916.20 4,708.55

4,916.20 4,708.55

Aggregate provision for diminution in value of investments

96.64 -

- -

4. Investments

- 400,010 Equity Shares of ₹ 10/- each fully paid up

(31st March, 2019: Nil Equity shares)

Extent of holding - 2.70% (31st March, 2019: 0%)

Total

Particulars

Aggregate amount of Unquoted Investments

Particulars

Total

# Represents margin deposit for providing financial services to Banks against First Loss Default Guarantee.

Total

6. Other financial assets - Non current

Particulars

Total

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

7. Deferred tax assets (net):

As at 31st

March 2020

As at 31st

March 2019

₹ in lakhs ₹ in lakhs

Deferred tax liability

- On Property, Plant and Equipment and intangible assets - -

- On fair value adjustments for financial instruments - 1.12

A - 1.12

Deferred tax assets

- On Property, Plant and Equipment and intangible assets 25.55 6.31

- On Provision for Employee Benefits 11.31 11.89

- On Provision for Expected Credit Loss 117.66 152.54

- On Others 8.99 -

B 163.51 170.74

Net deferred tax (liability)/asset A - B 163.51 169.62

Reconciliation of deferred tax:

Deferred tax

(liabilities)/

assets as at 1st

April, 2019

(Charge)/credit

to Statement of

Profit and Loss

(Charge)/credit

to OCI

Deferred tax

(liabilities)/assets as

at 31st March, 2020

₹ in lakhs ₹ in lakhs ₹ in lakhs ₹ in lakhs

Deferred Tax (Liability)/Asset

- On Property, Plant and Equipment and intangible assets 6.30 19.25 - 25.55 - On fair value adjustments for financial instruments (1.12) 1.12 - -

- On Provision for Expected Credit Loss 152.54 (34.88) 117.66

- On employee benefits expense 11.89 7.24 (7.82) 11.31

- On others - 8.99 - 8.99

Total 169.62 1.71 (7.82) 163.51

Deferred tax

(liabilities)/

assets as at 1st

April, 2018

(Charge)/credit

to Statement of

Profit and Loss

(Charge)/credit

to OCI

Deferred tax

(liabilities)/assets as

at 31st March, 2019

₹ in lakhs ₹ in lakhs ₹ in lakhs ₹ in lakhs

Deferred Tax (Liability)/Asset

- On Property, Plant and Equipment and intangible assets (2.65) 8.95 - 6.30

- On fair value adjustments for financial instruments (10.24) 9.12 - (1.12)

- On Provision for Expected Credit Loss 249.20 (96.66) - 152.54

- On employee benefits expense - 8.16 3.73 11.89

Total 236.31 (70.44) 3.73 169.62

Particulars

Particulars

Particulars

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

8. Non Current Tax Assets (Net)

As at 31st

March 2020

As at 31st

March 2019

₹ in lakhs ₹ in lakhs

Advance tax (net of provisions) 155.37 89.03

155.37 89.03

9. Other non-current assets

As at 31st

March 2020

As at 31st

March 2019

₹ in lakhs ₹ in lakhs

Prepaid expenses - 0.76

Deposit towards disputed service tax (Refer Note 32) - 23.90

Capital Advance - 30.76

- 55.42

As at 31st

March 2020

As at 31st

March 2019

₹ in lakhs ₹ in lakhs

Trade receivables/unbilled revenue, Unsecured

Considered Good 1,793.50 1,502.41

Considered Doubtful 0.51 -

Sub-Total 1,794.01 1,502.41

Allowance for doubtful debts 0.51 -

1,793.50 1,502.41

For receivables secured against borrowings, see Note 17.

As at 31st

March 2020

As at 31st

March 2019

₹ in lakhs ₹ in lakhs

Balance with Banks

In Current Account 614.79 1,289.66 - 100.00

Cash on Hand 25.00 0.01

639.79 1,389.67 Total

Total

- In Fixed Deposits having maturity of less than three months

10. Trade receivables

Particulars

Total

11. Cash and cash equivalents

Particulars

Total

Particulars

Particulars

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

As at 31st

March 2020

As at 31st

March 2019

₹ in lakhs ₹ in lakhs

Earmarked balances with banks

Margin Deposits Account with scheduled banks # 4,916.07 1,916.88

4,916.07 1,916.88

# Represents margin deposit for providing financial services to Banks against First Loss Default Guarantee.

As at 31st

March 2020

As at 31st

March 2019

₹ in lakhs ₹ in lakhs

Unsecured, considered good

Rental Deposits 361.60 288.87

Interest Accrued but not due 41.75 25.71

Balance with Government Authorities 6.68 -

Reimbursement of expenses 153.34 -

Less: Provision created for Expected Credit Loss (153.34) -

Other Receivables # 64.28 5.32

474.31 319.90

As at 31st

March 2020

As at 31st

March 2019

₹ in lakhs ₹ in lakhs

Unsecured, considered good

Prepaid expenses 123.93 71.71

Gratuity (Refer Note 30) 17.54 16.53

Advance for expenses/other receivables 9.12 8.10

150.59 96.34

13. Other financial assets

12. Bank balance other than cash and cash equivalents

Total

Total

Particulars

Particulars

Total

# Other receivable includes amount recoverable in cash equivalent.

Particulars

14. Other current assets

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

15. Equity Share capital

In Numbers ₹ in lakhs In Numbers ₹ in lakhs

Authorised

Equity Shares of ₹ 10/- each 6,600,000 660.00 6,600,000 660.00

Issued, Subscribed and Paid up

Equity Shares of ₹ 10/- Each 5,357,500 535.75 5,357,500 535.75

Total 535.75 535.75

a) Terms/Rights attached to equity shares :

b) Details of Shareholders holding more than 5% shares in the Company :

No. of

Shares held

% of

Holding

No. of

Shares held

% of

Holding

Mr. Ganesh Rao 2,675,050 49.93% 2,675,050 49.93%

Mrs. Meenakshi Rao 2,324,900 43.40% 2,324,900 43.40%

Mr. Jasbinder Singh Toor 357,550 6.67% 357,550 6.67%

5,357,500 100.00% 5,357,500 100.00%

c) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period:

In Numbers ₹ in lakhs In Numbers ₹ in lakhs

Shares outstanding at the beginning of the year 5,357,500 535.75 5,357,500 535.75

Shares issued during the year - - - -

Shares bought back during the year - - - -

Shares outstanding at the end of the year 5,357,500 535.75 5,357,500 535.75

e) There are no shares reserved for issue under options and contracts / commitments for sale of shares/disinvestment.

16. Other equity

As at 31st

March, 2020

As at 31st

March, 2019

₹ in lakhs ₹ in lakhs

Capital Reserve 369.21 369.21

Securities Premium 123.75 123.75

Debenture Redemption Reserve

Opening balance 220.00 110.00

Add: transferred during the year from Retained Earnings - 110.00

Less: Transferred to General Reserve on account of redemption of debentures during the year (220.00)

Closing Balance - 220.00

General Reserve

Opening Balance - -

Add: Transferred from Debenture Redemption Reserve during the year 220.00 -

Closing Balance 220.00 -

Retained Earnings

Opening balance 6,152.90 3,298.23

Add: profit for the year 3,649.34 2,859.92

Add: Transfer from OCI 23.25 (5.25)

Closing Balance 9,825.49 6,152.90

10,538.45 6,865.85

ii) General Reserve: General Reserves is created out of transfer made from debenture redemption reserve on redemption of debentures.

Equity Shares

d) There are no shares which have been allotted for consideration other than cash, bonus shares and shares bought back in the 5 years

immediately preceding the reporting date.

iii) Retained Earnings: Retained earnings are the balance (debit / credit) in the Statement of Profit and Loss.

Total

As at 31st March, 2020Particulars As at 31st March, 2019

Particulars

ParticularsAs at 31st March, 2020 As at 31st March, 2019

As at 31st March, 2020 As at 31st March, 2019Particulars

The Company has only one class of equity shares having a par value of ₹ 10 per share. Each equity shareholder is entitled to one vote per equity

Equity Shares

The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in

case of interim dividend.

During the year ended 31st March, 2020, the amount of dividend per share recognized as distribution to equity shareholders was ₹ Nil (31st

March, 2019: ₹ Nil).

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after

distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

i) Securities Premium Reserve: Securities premium is received from the shareholders of the company on issue of shares. It is utilised in

accordance with the provisions of the Companies Act, 2013.

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

Non Current Current Non Current Current

₹ in lakhs ₹ in lakhs ₹ in lakhs ₹ in lakhs

Secured Loans

Vehicle Loans (Refer Note (i) below) 0.95 3.72 4.67 5.19

Loan from companies (Refer Note (ii) below) 815.71 666.86 89.81 428.11

Unsecured Loans

17.08% 440 Non-Convertible Debentures of ₹ 1,00,000/- each (Refer Note (iii)

below)- - - 440.00

Loans from Financial Institutions (Refer Note (iv) below) 18.07 26.83 48.36 22.13

Term Loan from Bank (Refer Note (v) below) 22.91 25.01 - -

857.64 722.42 142.84 895.43

- Unamortised portion of upfront processing fee (10.03) (11.30) (0.30) (3.58)

Total 847.61 711.12 142.54 891.84

The Company has not defaulted in the payment of interest and installments of the loans as at 31st March 2020.

Secured Loans

(ii) Loan from companies:

Loans from Jain Sons Finlease Limited:

Loan of ₹ 200 lakhs (PY ₹ 200 lakhs) and outstanding of ₹ 12.14 lakhs (PY ₹ 119.77 lakhs):

Loan of ₹ 200 lakhs (PY ₹ 200 lakhs) and outstanding of ₹ 77.66 lakhs (PY ₹ 173.33 lakhs):

Loan of ₹ 88 lakhs (PY ₹ 88 lakhs) and outstanding of ₹ Nil (PY ₹ 87.93 lakhs):

Loan of ₹ 400 lakhs (PY ₹ 400 lakhs) and outstanding of ₹ Nil (PY ₹ 136.89 lakhs):

Term Loan from U.C Inclusive Credit Private Limited:

Tranche 1 of ₹ 300.00 lakhs and outstanding of ₹ 260.20 lakhs:

Tranche 2 of ₹ 200.00 lakhs and outstanding of ₹ 182.57 lakhs:

Loan from Caspian Impact Investment Private Limited:

Loan of ₹ 500 lakhs and outstanding of ₹ 450 lakhs:

Loan of ₹ 500 lakhs and outstanding of ₹ 500 lakhs:

(iii) Unsecured Non-Convertible Debentures:

The debentures issued by the Company have been fully repaid in current financial year.

(v) Unsecured Term Loan from DCB Bank Limited:

As at 31st March, 2020

17. Borrowings

Loan of ₹ 50 lakhs and outstanding of ₹ 47.92 lakhs:

(i) Vehicle Loans from Toyota Financial Services India Limited are secured by way of hypothecation of vehicles procured out of such loans. The

loans as on 31-03-2020 of ₹ 4.67 lakh is repayable in 15 monthly instalments of ₹ 0.33 lakh for first 14 months and ₹ 0.29 in 15th month. The

interest is payable on monthly basis and the rate of interest is 9.99% per annum respectively.

Particulars

As at 31st March, 2019

(iv) Unsecured Loans from HDFC Limited:

Unsecured Loans as on 31-03-2020 of ₹ 18.58 lakhs and ₹ 26.32 lakhs are repayable in 18 and 26 monthly instalments of ₹ 1.39 lakh and ₹ 1.16

lakh respectively. The interest is payable on monthly basis and the rate of interest is 7.50% and 8.25% per annum respectively.

Loan from Vivriti Capital Private Limited:

Terms of repayment: 1 monthly installment is pending for the loan as on March 31, 2020. The interest is payable on monthly basis and the rate

of interest is 20% per annum. Last EMI payment date is in April 2020.

Terms of repayment: 7 monthly installments of ₹ 10.28 lakhs and 8th installment of ₹ 12.11 lakhs is pending for the loan as on March 31, 2020.

The interest is payable on monthly basis and the rate of interest is 21% per annum. Last EMI payment date is in November 2020.

The above loans are secured by way of personal guarantee of Directors and pledge of shares equivalent to 15% of the paid up capital of the

Company or such equivalent number of shares representing 15% of the post money valuation of the Company.

Terms of repayment: Term loan is repayable in 36 monthly installments of ₹ 10.77 lakhs from the date of first disbursement. The interest is

payable on monthly basis and the rate of interest is 17.5% per annum. Last EMI payment date is in September 2022.

Terms of repayment: Term loan is repayable in 36 monthly installments of ₹ 7.00 lakhs from the date of first disbursement. The interest is

payable on monthly basis and the rate of interest is 17.5% per annum. Last EMI payment date is in November 2022.

Both the above tranches are secured by hypothecation of receivable to the extent of 100% of the principal outstanding. The term loan is

guaranteed by Mr. Ganesh Rao, Managing Director and CEO and Mrs. Meenakshi Rao, Director of the Company.

Terms of repayment: Loan is repayable in 30 monthly installments of ₹ 16.66 lakhs from the date of first disbursement. The interest is payable

on monthly basis and the rate of interest is 17.5% per annum. Last EMI payment date is in June 2022.

Loan is hypothecated by way of first ranking, pari-passu charge over current assets of the Company so as to provide a security cover of at least

1 time on the outstanding credit facility. The loan is guaranteed by Mr. Ganesh Rao, Managing Director and CEO of the Company.

Terms of repayment: Term loan is repayable in 24 monthly instalments of ₹ 24.84 lakhs. The interest is payable on monthly basis and the rate of

interest is 17.5% per annum. Last EMI payment date is in March 2022.

The loan is secured by first pari passu charge by way of hypothecation over all receivable of the Company, both present and future so as to

provide a security cover of at least 1 time on the outstanding credit facility. The loan is guaranteed by Mr. Ganesh Rao, Managing Director and

CEO of the Company.

Terms of repayment: Term loan is repayable in 24 monthly installments of ₹ 2.08 lakhs. The interest is payable on monthly basis and the rate of

interest is 11.0% per annum. Last EMI payment date is in February 2022.

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

₹ in lakhs ₹ in lakhs

Current maturities of long term debt (Refer Note 17) 711.12 891.84

Interest accrued but not due on borrowings 12.78 37.70

Overdraft facility from Union Bank of India * 145.76 -

Accrued Employee Benefits 60.38 13.62

Disbursement in Pipeline 42.07 803.31

Other payables & accruals - dues to Micro and Small Enterprise* (Refer Note 35) 11.37 38.02

Other payables & accruals - dues to other than Micro and Small Enterprise # 278.20 78.12

Commitment Charges Payable - 146.47

1,261.68 2,009.09

# Other payables and accruals represents EMI collected, cancelled disbursements and accrued expenses

₹ in lakhs ₹ in lakhs

Statutory dues payable 504.50 396.09

Member insurance payable 82.18 265.56

Others 1.55 -

588.23 661.65

₹ in lakhs ₹ in lakhs

Provision for Gratuity (Refer Note 30) 44.94 41.23

Provision for expected credit loss on EMIs 305.61 528.92

350.55 570.15

Movement in provision for expected credit loss on EMIs is as follows:

For the year

ended 31st

March, 2020

For the year

ended 31st

March, 2019

₹ in lakhs ₹ in lakhs

Opening balance 528.92 515.30

Additions 341.30 341.30

Withdrawals/utilisation 564.61 327.68

Closing balance 305.61 528.92

Note:

₹ in lakhs ₹ in lakhs

Provision for taxation (net of Advance tax of ₹ 33.89 lakhs and in PY ₹ 1,889.34 lakhs) 7.46 186.14

7.46 186.14

As at 31st

March, 2019

Particulars

Particulars

18. Other financial liabilities

As at 31st

March, 2020

Total

21. Current Tax Liabilities (net)

As at 31st

March, 2020

As at 31st

March, 2019

19. Other current liabilities

Total

20. Provisions

Total

As at 31st

March, 2020

As at 31st

March, 2019

Particulars

Particulars

As an authorised Business Correspondent of various banks/financial institutions, the Company is obligated to make good the loss suffered by

banks/financial institutions on account of uncollected EMI's from the members of JLG/SHG to the extent of first 5% of loan portfolio outstanding

as First Loss Default Guarantee. The above provision is based on Markov Chain Model. The withdrawals/utilisation represents the commitment

charges paid to the respective banks/financial institutions on the basis of principles explained above.

As at 31st

March, 2019

As at 31st

March, 2020

Particulars

Total

* The company has availed overdraft facility from Union bank of India for ₹ 150 lakhs at ROI of 11.40% The Company has hypothecated the trade

receivables to 1.10 times covering the principal amount.

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

22. Revenue from operations

For the year

ended 31st March,

2020

For the year

ended 31st March,

2019

₹ in lakhs ₹ in lakhs

Revenue from Operations

Commission Income 16,406.94 13,239.91

Other operating revenues

Interest on Margin Deposits 570.11 372.47

Interest on Inter Corporate loan 22.84 28.59

Insurance brokerage 166.06 143.78

Stationary fees 8.36 11.90

Total 17,174.31 13,796.65

23. Other income

For the year

ended 31st March,

2020

For the year

ended 31st March,

2019

₹ in lakhs ₹ in lakhs

Professional income 102.30 43.78

Dividend Income - 5.12

Interest income on financial assets - 9.19

Liability no longer payable written back - 44.73

Miscellaneous Income 2.80 42.58

Total 105.10 145.40

24. Employee benefits expense

For the year

ended 31st March,

2020

For the year

ended 31st March,

2019

₹ in lakhs ₹ in lakhs

Salaries & Wages 8,172.65 5,490.78

Contribution to Provident and Other Funds (Refer Note 30) 710.26 400.67

Gratuity (Refer Note 30) 100.81 56.49

Staff Welfare Expenses 150.18 115.71

Total 9,133.90 6,063.65

25. Finance cost

For the year

ended 31st March,

2020

For the year

ended 31st March,

2019

₹ in lakhs ₹ in lakhs

Interest on Inter corporate Loans and Debentures 201.12 250.83

Interest on Income Tax 6.34 16.10

Interest on MSME Parties 1.55 -

Other Borrowing Cost 10.39 2.50

Total 219.40 269.43

26. Depreciation and amortization expense

For the year

ended 31st March,

2020

For the year

ended 31st March,

2019

₹ in lakhs ₹ in lakhs

- Depreciation on Property, Plant and Equipment (Refer Note 2) 216.52 139.20

- Amortisation on Intangible Assets (Refer Note 3) 7.85 13.34

Total 224.37 152.54

Particulars

Particulars

Particulars

Particulars

Particulars

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

27. Other expenses

For the year

ended 31st March,

2020

For the year

ended 31st March,

2019 ₹ in lakhs ₹ in lakhs

Travelling & Conveyance 182.19 132.73

Postage & Telephone 155.00 153.23

Insurance 180.06 95.31

Rent (Refer Note 36) 629.43 499.51

Electricity Charges 46.35 33.60

Printing and Stationery 195.02 167.87

Repair & Maintenance - Computer 16.30 19.65

Repair & Maintenance - Vehicle 2.49 2.20

Office Upkeep and Maintenance 204.96 141.92

Software Usage Charges 169.19 97.61

Professional & Legal Expenses 89.26 74.17

CSR Expenses (Refer Note 37) 74.79 76.06

Directors sitting fees 11.75 7.90

Auditors Remuneration (Refer Note 27.1) 13.95 15.15

Rates & taxes 85.65 97.61

Commitment Charges - 1,468.05

Loss on sale of PPE 3.20 9.94

Loss on sale of mutual fund units - 0.01

Loss on Fair value changes of Equity Instruments 3.36 -

Bank Charges 201.90 155.13

Expected Credit Loss on Trade Receivable 0.51 -

Expected Credit Loss on Service Tax Reimbursement 153.34 -

Provision for expected credit loss against FLDG commitment 341.30 98.45

Miscellaneous Expenses 13.81 3.36

Total 2,773.80 3,349.46

27.1 Remuneration to auditors (excluding service tax/GST)

For the year

ended 31st March,

2020

For the year

ended 31st March,

2019

₹ in lakhs ₹ in lakhs

a. for Statutory Audit 13.50 13.62

b. for Taxation Matters - -

c. for Limited Review - 1.50

d. for Reimbursement of expenses 0.45 0.03

13.95 15.15

28. Tax expense

For the year

ended 31st March,

2020

For the year

ended 31st March,

2019 ₹ in lakhs ₹ in lakhs

A. Current Tax

Current tax on profit for the year 1,263.00 1,106.69

Charge/ (Credit) in respect of current tax for earlier years17.30 69.93

TOTAL (A) 1,280.30 1,176.62

B. Deferred Tax

Origination and reversal of temporary differences (1.71) 70.44

Charge in respect of deferred tax for earlier years - -

TOTAL (B) (1.71) 70.44

Tax expense recognized in Statement of Profit and Loss (A)+(B)1,278.59 1,247.06

Tax expense recognized in Other Comprehensive Income (c) 7.82 (3.73)

Total Tax Expense / (benefit) 1,286.41 1,243.33

Particulars

Particulars

Particulars

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

For the year

ended 31st March,

2020

For the year

ended 31st March,

2019

₹ in lakhs ₹ in lakhs

Profit before tax 4,927.94 4,106.98

Enacted tax rate 25.046% 28.88%

Expected income tax expense/(benefit) at statutory tax rate 1,234.26 1,186.24

Tax effect of adjustments to reconcile expected income tax

expense to reported income tax expense:

Expenses not deductible in determining taxable profits 126.33 17.49

Income exempt from taxation - (3.84)

Tax allowances and concession (144.33) (178.43)

Charge/ (Credit) in respect of current tax for earlier years 17.29 69.93

Unrecognized deferred tax assets # - (13.61)

Others 52.86 165.55

Tax expense for the year 1,286.41 1,243.33

Effective income tax rate 26.10% 30.27%

Note:

# Unrecognised deferred tax asset:

For the year

ended 31st March,

2020

For the year

ended 31st March,

2019

₹ in lakhs ₹ in lakhs

Tax losses / Unabsorbed Depreciation 35.38 285.21

Short term capital loss 59.59 61.15

29. Earnings per share

For the year

ended 31st March,

2020

For the year

ended 31st March,

2019

₹ in lakhs ₹ in lakhs

Profit after tax 3,649.35 2,859.92

Weighted Average number of Equity shares outstanding for basic

earnings 5,357,500 5,357,500

Weighted Average number of Equity shares outstanding for

diluted earnings 5,357,500 5,357,500

Basic Earnings Per Share (in ₹) 68.12 53.38

Diluted Earnings Per Share (in ₹) 68.12 53.38

The Group's subsidiary, Indian Association for Savings and Credit, has tax losses due to unabsorbed business

losses/depreciation allowance and short term capital loss. Deferred tax asset has not been recognised by the

Group on below items because it is not probable that future taxable profits would be available against which

the losses and other allowances can be used. The losses/ allowance for which no deferred tax asset was

recognised are as follows:

The above workings are based on provisional computation of tax expenses and are subject to finalisation of tax

audit/ filing of tax returns in due course.

Particulars

Particulars

Particulars

The reconciliation of estimated income tax expense at tax rate to income tax expense reported in

Statement of Profit and Loss is as follows:

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

30 Employee benefits

The details of various employee benefits provided to employees are as under:

A A. Defined contribution plan:

For the year ended

31st March, 2020

For the year ended

31st March, 2019

₹ in lakhs ₹ in lakhs

Employer's Contribution to PF 593.96 287.33

Employer's Contribution to ESIC 114.68 112.16

Employer's Contribution to Labour welfare 1.61 1.18

710.26 400.67

B Defined benefit plan:

Principal actuarial assumptions:

For the year ended

31st March, 2020

For the year ended

31st March, 2019

Discount Rate * 4.87% to 6.46% 6.68% to 7.37%

Expected Return on Assets 4.87% to 6.46% 6.68% to 7.37%

Salary Escalation #0% for 3 years and 4%

thereafter

7%

Attrition Rate 30% to 66.18% 30.23% to 61.53%

Mortality Indian Assured Lives

Mortality (2012-14)

Indian Assured Lives

Mortality (2006-08)

Amount recognized in Statement of Profit and Loss for the year:

For the year ended

31st March, 2020

For the year ended

31st March, 2019

₹ in lakhs ₹ in lakhs

Current Service Cost 102.96 56.47

Net Interest on Defined Benefit Obligations (2.15) 0.02

Expenses recognized in the statement of profit and loss 100.81 56.49

Recognized in Other Comprehensive Income (OCI) for the year:

For the year ended

31st March, 2020

For the year ended

31st March, 2019

₹ in lakhs ₹ in lakhs

Return on plan assets (excluding amounts included in net interest expense) 5.80 6.71

Actuarial (gains)/losses arising from changes in financial assumptions (23.54) 8.40

Actuarial (gains)/losses arising from experience adjustments (13.86) 40.57

Actuarial (gains)/losses due to demographic assumption changes in DBO 0.52 (46.70)

Amount recognized in OCI for the current period (31.07) 8.98

Total

Investment risk: For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not

be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future

discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the

discount rate during the inter-valuation period.

Interest rate risk: The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall,

the defined benefit obligation will tend to increase.

Salary escalation risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of

plan participants. As such, higher than expected increases in salary will increase the defined benefit obligation.

Longevity risk: The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality

of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase

the plan’s liability.

* The rate used to discount post-employment benefit obligations is determined by reference to market yields at the end of the

reporting period on government bonds.

# The estimates of future salary increases considered in the actuarial valuation take account of inflation, seniority, promotion and

other relevant factors, such as supply and demand in the employment market.

Particulars

Particulars

Particulars

In accordance with the Payment of Gratuity Act, 1972, the Company provides for gratuity, as defined benefit plan. The gratuity plan

provides for a lump sum payment to the employees at the time of separation from the service on completion of vested year of

employment i.e. five years. The liability of gratuity plan is provided based on actuarial valuation using the projected unit credit

method as at the end of each financial year based on which the Company contributes the ascertained liability to Life Insurance

Corporation of India with whom the plan assets are maintained.

These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk , salary risk and longevity

risk.

Particulars

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

Change in present value of defined benefit obligation:

As at 31st March,

2020

As at 31st March,

2019

₹ in lakhs ₹ in lakhs

Present value of obligations as at the beginning of the year 153.38 93.24

Current Service Cost 102.97 56.47

Interest on Defined Benefit Obligations 9.58 6.64

Actuarial (gain)/loss on plan obligation (36.88) 2.27

Benefits paid (9.63) (5.25)

Liability transfer - -

Present value of obligations as at the end of the year 219.42 153.38

Change in fair value of plan assets:

As at 31st March,

2020

As at 31st March,

2019

₹ in lakhs ₹ in lakhs

Fair value of plan assets as at the beginning of the period 128.68 54.06

Return on plan assets 11.75 6.62

Contributions 67.03 79.97

Asset transfer - (2.00)

Benefits paid (9.63) (3.25)

Actuarial gain/(loss) on plan assets (5.80) (6.71)

Fair value of plan assets as at the end of the period 192.02 128.68

Net Asset/ Liability recognized in Balance Sheet:

As at 31st March,

2020

As at 31st March,

2019

₹ in lakhs ₹ in lakhs

219.42 153.37

192.02 128.68

27.40 24.69

Maturity profile of Present Value of defined benefit obligation:

As at 31st March,

2020

As at 31st March,

2019

₹ in lakhs ₹ in lakhs

28.27 10.61

Between 2 and 5 years 51.18 23.48

12.83 6.20

127.14 113.08

220.86 137.35

Sensitivity Analysis:

Increase Decrease Increase Decrease

₹ in lakhs ₹ in lakhs ₹ in lakhs ₹ in lakhs

Discount rate by 1% 209.75 230.08 145.36 162.30

Salary Escalation rate by 1% 228.81 210.79 161.29 146.16

Attrition rate by 1% 217.42 221.31 150.43 156.36

Mortality rate by 10% 219.49 - 153.40 -

Particulars

Particulars

Particulars

As at 31st March, 2020 As at 31st March, 2019

Below is the sensitivity analysis determined for significant actuarial assumptions for the determination of defined benefit obligations

and based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period while holding

all other assumptions constant.

Particulars

Particulars

Within the next 12 months

Between 6 and 10 years

Beyond 10 years

Expected contributions to the plan for the next annual reporting period

Amount recognized (Refer Note 14 & 20)

Present value of obligations

Fair Value of Plan Assets

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

31 Significant matters stated in notes to the audited financial statements / audit report of subsidiary:

32 Contingent Liability: (₹ in lakhs)

Disputed Income tax demand payable not provided for - 142.95

Disputed service tax liability* 318.58

First Loss Default Guarantee

* Excluding interest and penalty

33

34

35

(₹ in lakhs)

As at 31st March,

2020

As at 31st March,

2019

11.37 38.02

0.22 -

97.94 -

- -

1.33 -

1.55 -

36 Assets taken on operating lease:

The Future minimum Lease payments are as follows:

(₹ in lakhs)

Within one year - 32.83

After one year but not more than five years - -

More than five years - -

(i) There are no restriction covenants in the lease agreement.

(ii) The Group does not have any contingent lease rental expenses.

(iii) The above future minimum lease rentals includes normal escalation rate based on agreements.

Particulars

The balances in trade receivable are subject to confirmation and reconciliation, if any. However in the opinion of the Management, balances

in trade receivable account are recoverable at least to the extent stated in the balance sheet.

The information in relation to dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on

the basis of information available with the Company, which has been relied upon by the auditors.

Particulars As at 31st

March, 2020

As at 31st March,

2019

a) In view of the decision of the Board of Directors not to proceed further in getting the exemption under section 11/12A of the Income Tax

Act, the income earned during the year has been appropriately considered for taxation. In the opinion of the management, the provision

carried in the books of accounts for taxation is adequate.

During the year, ₹ 629.43 lakhs (P.Y. ₹499.51 lakhs) has been debited to Statement of Profit and Loss account.

Details of dues to Micro and Small Enterprises as per MSMED Act,2006

As at 31st

March, 2020

As at 31st March,

2019

(to the extent of Margin Deposits)

b) The Board of Directors have passed a resolution in its meeting dated 25th April, 2019 stating that they will not accept any public deposits

for the financial year ending 31st March 2020.

The outbreak of COVID-19 pandemic across the globe and in India has contributed to a significant impact and volatility in the global and Indian

financial markets and slowdown in the economic activities. The Group has made a provision of ₹ 341.30 lakhs as per the adopted ECL model

for impairment on loan portfolio handled as on March 31, 2020 as computed by an independent valuer. The management has evaluated the

impact of COVID19 on its assets comprising of property, plant and equipment, investments, trade receivables and other financial assets, and

has concluded that there is no significant impact on the carrying amount of these assets besides impairment, if any, and are recoverable as at

the balance sheet date. The impact of COVID-19 pandemic is dependent on future developments which is highly uncertain, therefore the

financial impact in subsequent periods may be different than currently assessed.  

The Company and subsidiary, as a lessee, has entered into a cancellable agreement for lease of buildings for its business ranging from one

year to five years in the nature of operating lease with an option to renew the lease.

a) Principal amount due to suppliers under MSMED Act, 2006

b) Interest accrued, due to suppliers under MSMED Act on the above amount, and unpaid

c) Payment made to suppliers (other than interest) beyond the appointed day during the year

d) Interest paid to suppliers under MSMED Act (Section 16)

e) Interest due and payable towards suppliers under MSMED Act for payments already made

f) Interest accrued and remaining unpaid at the end of the year to suppliers under MSMED Act

(including interest mentioned in (e) above)

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

37 CSR Expenditure:

For the year

ended 31st

March, 2020

For the year

ended 31st March,

2019

₹ in lakhs ₹ in lakhs

63.35 56.81

b. Amount spent during the year 74.79 76.06

(i) Construction/Acquisition of any asset - - -

(ii) On purposes other than (i) above

(previous year ₹ 76.06 lakhs) 74.79 - 74.79

38 Disclosure u/s 186 of the Companies Act,2013 relating to loans granted and guarantees furnished:

(₹ in lakhs)

Name of the Company As at 31st

March, 2020

As at 31st March,

2019

Purpose

Loans given:

Ambition Services Private Limited 105.00 95.00 Working capital

Conatus Management Services Private Limited - 40.00 Working capital

Investments made:

Conatus Finserve Private Limited - Gross 100.00

Total 205.00 135.00

Particulars

Particulars In Cash Yet to be paid in

cash Total

a. Gross Amount required to be spent by the Group during the year

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

39 Fair value measurements

i. Financial instruments by category and hierarchy

The carrying value and fair value of financial instruments by categories and hierarchy as at 31st March, 2020 were as follows:(₹ in lakhs)

Particulars

Not

e

No.

FVTOCI FVTPLAmortised

costTotal Level 1 Level 2 Level 3 Total

Financial Assets

Investments 4 - 96.64 - 96.64 - - 96.64 96.64

Trade Receivables 10 - - 1,793.50 1,793.50 - - - -

Cash and Cash equivalents 11 - - 639.79 639.79 - - - -

Other bank balances 12 - - 4,916.07 4,916.07 - - - -

Loans 5 - - 144.10 144.10 - - - -

Other financial assets 6, 13 - - 5,390.51 5,390.51 - - - -

- Financial Liabilities -

Borrowings 17 - - 1,558.73 1,558.73 - - - -

Other financial liabilities 18 - - 550.57 550.57 - - - -

The carrying value and fair value of financial instruments by categories and hierarchy as at 31st March, 2019 were as follows:(₹ in lakhs)

Particulars

Not

e

No.

FVTOCI FVTPLAmortised

costTotal Level 1 Level 2 Level 3 Total

Financial Assets

Trade Receivables 10 - - 1,502.41 1,502.41 - - - -

Cash and Cash equivalents 11 - - 1,389.67 1,389.67 - - - -

Other bank balances 12 - - 1,916.88 1,916.88 - - - -

Loans 5 - - 197.61 197.61 - - - -

Other financial assets 6, 13 - - 5,028.45 5,028.45 - - - -

Financial Liabilities

Borrowings 17 - - 1,034.38 1,034.38 - - - -

Other financial liabilities 18 - - 1,117.25 1,117.25 - - - -

ii. Valuation technique used to determine fair value

There were no transfers between Level 1, Level 2 and Level 3 during the year.

(i) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

(ii) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as

prices) or indirectly (i.e., derived from prices).

(iii) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

The estimated fair value amounts as at 31st March, 2020 have been measured as at that date. As such, the fair values of these financial

instruments subsequent to reporting date may be different than the amounts reported at each year-end.

The carrying amounts of trade receivables, cash and cash equivalents, other bank balances, loans, other financial assets, current

borrowings and other current financial liabilities are a reasonable approximation of their fair values.

The fair value of the financial assets and liabilities are at the amount that would be received to sell an asset and paid to transfer a

liability in an orderly transaction between market participants at the measurement date.

The carrying amounts of trade receivables, cash and cash equivalents, other bank balances, loans, other financial assets, current

borrowings and other current financial liabilities are a reasonable approximation of their fair values.

The Company has classified its financial instruments into three levels in order to provide an indication about the reliability of the inputs

used in determining fair values.

Carrying Amount Fair value

Carrying Amount Fair value

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

40 Financial Risk Management

a. Credit risk

Credit risk management

A: Low credit risk

B: Moderate credit risk

C: High credit risk

Assets Group Description of category

Low credit risk Assets where the counter-

party has strong capacity

to meet the obligations

and where the risk of

default is negligible or

nil.

Moderate credit risk Assets where the

probability of default is

considered moderate,

counter-party where the

capacity to meet the

obligations is not strong.

High credit risk Assets where there is a

high probability of

default.

Classification of Financial assets among risk categories: (₹ in lakhs)

Credit ratingAs at 31st March,

2020

As at 31st March,

2019

Low credit risk 12,980.61 10,035.02

Moderate credit risk - -

High credit risk - -

The Group’s businesses are subject to several risks and uncertainties including financial risks.

The Group activities expose it to credit risk, liquidity risk and market risk - interest rate risk. The Board of Directors has overall responsibility

for the establishment and oversight of the Group’s risk management framework. This note explains the sources of risk which the entity is

exposed to and how the entity manages the risk and the related impact in the financial statements.

Risk Exposure arising from Measurement

Credit risk Cash and cash equivalents, trade receivables,

financial assets measured at amortised cost.

Ageing analysis, Credit ratings

Liquidity risk Borrowings and other liabilities Rolling cash flow forecasts

Market risk – Interest rate risk Long-term borrowings at variable rates Cash flow forecasting, Sensitivity

analysis

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial

loss. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration risks.

The company's credit risk generally arises from Cash and cash equivalents, trade receivables, and other financial assets.

The Group assesses and manages credit risk of financial assets based on following categories arrived on the basis of assumptions, inputs and

factors specific to the class of financial assets.

Provision for expected credit loss *

12 month expected credit loss/life

time expected credit loss

Particulars

Cash and cash equivalents, other bank

balances, investments, loans, trade

receivables and other financial assets

12 month expected credit loss/life

time expected credit loss

12 month expected credit loss/life

time expected credit loss/fully

provided for

Based on business environment in which the Company operates, a default on a financial asset is considered when the counterparty fails to

make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and

considering differences between current and historical economic conditions. Assets are written off when there is no reasonable expectation

of recovery. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries

made are recognized in statement of profit and loss.

Particulars

Nil

Nil

Cash and cash equivalents, other bank balances,

investments, loans, trade receivables and other

financial assets (Refundable deposits)

Nil

Nil

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

Basis of arriving at ECL

Reconciliation of loss allowance for first loss default guarantee for EMIs

As at 31st March,

2020

As at 31st March,

2019

(₹ in lakhs) (₹ in lakhs)

Balance at the beginning of the year 528.92 515.30

Additions during the year 341.30 98.45

Amounts withdrawn/utilisation during the year (564.61) (84.83)

Balance at the end of the year 305.61 528.92

b. Liquidity risk

Maturities of Financial Liabilities as at 31st March, 2020 are as follows: (₹ in lakhs)

Particulars Less than 1 year 1-5 yearsMore than

5 yearsTotal

Carrying

Amount

Borrowings 711.12 847.61 - 1,558.72 1,558.73

Other Financial liabilities 550.57 - - 550.57 550.57

Total 1,261.68 847.61 - 2,109.29 2,109.29

Maturities of Financial Liabilities as at 31st March, 2019 are as follows: (₹ in lakhs)

Particulars Less than 1 year 1-5 years More than

5 years Total

Carrying

Amount

Borrowings 891.84 142.54 - 1,034.38 1,034.38

Other Financial liabilities 1,117.25 - - 1,117.25 1,117.25

Total 2,009.09 142.54 - 2,151.63 2,151.63

Market Risk

Interest rate Risks

Interest rate risk exposure

The Company does not have any variable rate borrowing which is subject to interest rate risk. (₹ in lakhs)

As at 31st March,

2020

As at 31st

March, 2019

1,558.73 1,034.38

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an

adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of

the business, the Company maintains flexibility in funding by maintaining availability under committed credit lines. Management monitors

rolling forecasts of the company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes

into account the liquidity of the market in which the entity operates. In addition, the company’s liquidity management policy involves

projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against

internal and external regulatory requirements and maintaining debt financing plans.

The Company uses a mix of cash and borrowings to manage the liquidity & fund requirements of its day-to-day operations. Interest rate risk is

the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The

borrowings are fixed rate borrowings and are carried at amortized cost. They are therefore not subject to interest rate risk as defined in Ind

AS 107, ‘Financial Instruments - Disclosures’, since neither the carrying amount nor the future cash flows will fluctuate because of a change

in market interest rates.

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates etc. could affect the Company’s income or

the value of its holdings of financial instruments including cash flow. The objective of market risk management is to manage and control

market risk exposures within acceptable parameters, while maximising the return.

Contractual cash flows

Contractual cash flows

Particulars

Fixed Rate Borrowings

Particulars

As an authorised Business Correspondent of various banks/financial institutions, the Company is obligated to make good the loss suffered by

banks/financial institutions on account of uncollected EMI's from the members of JLG/SHG to the extent of first 5% of loan portfolio

outstanding as First Loss Default Guarantee. The provision is based on Markov Chain Model. The utilisation/withdrawal represents the

commitment charges paid to the respective banks/financial institutions on the basis of principles explained above.

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

41 Capital Management

The following table summarizes the gearing ratio of the Company: (₹ in lakhs)

As at 31st March,

2020

As at 31st

March, 2019

Non-Current Borrowings (Refer Note 17) 847.61 142.54

Current Maturities of Long term Debt (Refer Note 18) 711.12 891.84

Total Borrowings (a) 1,558.73 1,034.38

Cash and Cash equivalents (Refer Note 11) 639.79 1,389.67

Total Cash (b) 639.79 1,389.67

Net Debt (c) = (a)-(b) 918.93 (355.29)

Share Capital (Refer Note 15) 535.75 535.75

Other Equity (Refer Note 16) 10,538.45 6,865.85

Total Equity (d) 11,074.20 7,401.60

Total Capital (e) = (c)+(d) 11,993.13 7,046.32

Gearing Ratio = (c)/(e) 0.08 (0.05)

Particulars

The Group's objectives when managing capital is to safeguard continuity, maintain a strong credit rating and healthy

capital ratios in order to support its business and provide adequate return to shareholders through continuing growth. The

Company’s overall strategy remains unchanged from previous year.

The funding requirements are met through a mixture of equity, internal fund generation and other non-current

borrowings. The Company’s policy is to use current and non-current borrowings to meet anticipated funding

requirements.

Net debt are non-current and current debts as reduced by cash and cash equivalents and current investments. Equity

comprises all components including other comprehensive income.

The Company monitors capital on the basis of the gearing ratio which is net debt divided by total capital (equity plus net

debt).

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

42 Segment Information:

43 Related Party Disclosures:

(a) Key Management Personnel (KMP) & Relative:

- Mr. Ganesh Rao

- Mrs. Meenakshi Rao

- Mr. K. R. Kamath

- Mr. Mohan Vasant Tanksale

- Mr. Ambadas Mukundrao Pedgaonkar

- Mr. V. K. Mohan

- Mr. R. Loganathan

- Mrs. Mona Thakkar

- Ms. Krutika Ganesh Rao (Relative of Mr. Ganesh Rao)

- Parameshwaran & Associates

- Conatus Finserve Private Limited

(ii) Related Party Transactions:

(₹ in lakhs)

2019-20 2018-19 2019-20 2018-19

Transactions during the period:

Salary paid 164.91 138.24 - -

Salary paid to relative of KMP 3.28 -

Directors sitting fees 11.75 7.90 - -

Professional charges paid 12.00 12.00 1.80 2.56

Interest paid - 19.12 - -

Loan availed by Company during the year

which is guaranteed by Director 1,500.00 200.00

- -

Loan repaid to KMP - 150.00

Loan given to KMP 6.20

Loan repaid by KMP 16.00 5.00

Loan Given during the year 100.00 -

Loan repaid during the year 100.00 -

Investment in shares 100.00 -

Interest received on loan 4.79

Outstanding balances as at the year end:

Loan Receivable from KMP 0.20 10.00

Outstanding amount of loan guaranteed 1,482.57 517.93

Investment 96.64

Disclosure of transactions between the group and related parties and the status of outstanding balance as at 31st March,

2020:

Note: Salary paid to KMP does not include amount in respect of gratuity as the same is not determinable separately.

The Group is in the business of authorised Business Correspondent of banks and financial institutions which is the only

reportable operating segment. Hence, separate disclosure requirements of Ind AS -108 " Segment Reporting" are not

applicable.

Nature of Transactions KMP & Relative Others

(i) List of related parties with whom transactions have taken place during the year ended 31st March, 2020 and

relationship:

(b) Others: (Enterprise over which key management personnel are able to exercise significant influence)

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

44 A. Interests in Subsidiary:

The subsidiary considered in the consolidated financial statements is set out below:

As at 31st March,

2020

As at 31st March,

2019

Indian Association for Savings and Credit

(Section 8 Company)India 99.98% 99.98%

B. Non-controlling interest (NCI):

Summarised Balance sheet (₹ in lakhs)

Particulars As at 31st March,

2020

As at 31st March,

2019

Current Assets 170.80 227.01

Current Liabilities 44.80 39.89

Net Current Assets 126.00 187.12

Non Current Assets 1,895.95 1,824.95

Non Current Liabilities 19.02 53.04

Net Non Current Assets 1,876.93 1,771.92

Net Assets 2,002.93 1,959.03

Accumulated NCI 0.44 0.43

(₹ in lakhs)

Particulars For the year

ended 31st

March, 2020

For the year

ended 31st

March, 2019

Revenue 377.13 213.41

Profit/(Loss) 43.64 (57.95)

Other Comprehensive Income 0.26 3.95

Total Comprehensive Income 43.90 (54.00)

Other Consolidation adjustments - -

Profit / (Loss) to Non Controlling Interest 0.01 (0.01)

(₹ in lakhs)

Particulars As at 31st March,

2020

As at 31st March,

2019

Cash flow from Operating activities 30.13 (45.08)

Cash flow from Investing activities - 70.83

Cash flow from Financing activities (36.61) (38.44)

(6.48) (12.70)

Summarised statement of Profit and Loss

Percentage of ownership

Set out below is the summarised financial information of the subsidiary. The amount disclosed for the

subsidiary is before intra- group eliminations:

Name of the entityCountry of

incorporation

Summarised statement of cash flows

Net increase/(decrease) in cash and cash equivalents

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

45

As % of

Consolidated net

assets

₹ in lakhs

As % of

Consolidated

Profit or Loss

₹ in lakhs

New Opportunity Consultancy Private

Limited

81.91% 9,071.77 73.53 5,443.02

Indian Association for Savings and Credit 18.08% 2,002.48 26.46 1,958.58

0.01% 0.44 0.01% 0.43

46

(₹ in lakhs)

Particulars

Balance as on

31st March, 2020

Balance as on 1st

April, 2019

Fair value / Ind

AS adjustments

Cash flows-

inflow/

(Outflow)

Long-term borrowings (Net) 1,558.73 1,034.38 - 524.35

(₹ in lakhs)

Particulars

Balance as on

31st March, 2019

Balance as on 1st

April, 2018

Fair value / Ind

AS adjustments

Cash flows-

inflow/

(Outflow)

Long-term borrowings (Net) 1,034.38 1,291.90 24.46 (281.97)

Name of the entity in the Group

Reconciliation of the opening and closing balances of liabilities arising from Financing activities:

Non-controlling interest

Subsidiary

Net Assets (i.e. total assets minus

total liabilities)

Share in total comprehensive

income

Parent

Additional information pursuant to para 2 of general instructions for the preparation of consolidated financial statements.

New Opportunity Consultancy Private Limited

Notes to consolidated financial statements for the year ended 31st March, 2020

47

48

49 Figures have been rounded off to the nearest rupee.

In terms of report of date attached

For Haribhakti & Co. LLP

Chartered Accountants

ICAI Firm Registration No.103523W/W100048

Snehal Shah K.R. Kamath Ganesh Ramanand Rao

Partner Chairman Managing Director & CEO

Membership No.048539 DIN: 01715073 DIN:02302989

R. Loganathan Mona Jeetendra Thakkar

Chief Financial Officer Company Secretary

ACS M. No: A43836

Place : Mumbai Place : Mumbai

Date : May 26, 2020 Date : May 26, 2020

For and on behalf of the Board of Directors

Previous years figures have been regrouped, reclassified and rearranged wherever necessary to conform to the current

years classification.

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards. There is no such

notification which would have been applicable from April 1, 2020.

New Opportunity Consultancy Private Limited Notes to Consolidated Financial Statements for the year ended 31st March, 2020

1. Significant Accounting Policies

i. Corporate Information:

New Opportunity Consultancy Private Limited (“the Company” or “the parent”) is a company

incorporated under the Companies Act, 2013. The Company is an authorised Business

Correspondent (BC) of YES Bank Ltd., RBL Bank Ltd., Reliance Commercial Finance Ltd., DCB Bank

Ltd., IDBI Bank Ltd., Utkarsh Small Finance Bank Ltd., Axis Bank Ltd., Kotak Mahindra Bank Ltd.,

Fincare Small Finance Bank, Equitas Small Finance bank, Northern Arc, Fed Fin Financial Services

Ltd. and Suryoday Small Finance Bank. The Parent and its subsidiary (together referred to as “the

Group”) are engaged in the business of providing micro loans under Self Help Group (SHG)/Joint

Liability Group (JLG) model and other related financial services on behalf of the banks. The Group

manages a portfolio of Rupees ₹ 1,93,487.32 lakhs (PY ₹ 1,41,710.23 lakhs) as on the balance sheet

date with regard to the services as a Business Correspondent.

ii. General Information and Statement of Compliance with Ind AS:

These consolidated financial statements (‘Consolidated Financial Statements’) of the Group have

been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the

‘Ind AS’) as notified by Ministry of Corporate Affairs (‘MCA’) under Section 133 of the Companies

Act, 2013 (‘the Act’) read with the Companies (Indian Accounting Standards) Rules, 2015, as

amended and other relevant provisions of the Act. The Group has uniformly applied the accounting

policies during the periods presented. The financial statements for the year ended 31st March 2020

were authorized and approved for issue by the Board of Directors on 26th May, 2020.

Basis of Preparation:

The Consolidated Financial Statements have been prepared on going concern basis in accordance

with accounting principles generally accepted in India.

The Consolidated Financial Statements have been prepared & presented on the historical cost basis

except for certain financial instruments measured at fair values at the end of each reporting

period, as explained in the accounting policies below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods

and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an

orderly transaction between market participants at the measurement date, regardless of whether

that price is directly observable or estimated using another valuation technique. In estimating the

fair value of an asset or a liability, the Group takes in to account the characteristics of the asset

or liability if market participants would take those characteristics into account when pricing the

asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes

in these Consolidated Financial Statements is determined on the basis stated above, except for

Accounting for Leases that are within the scope of Ind AS 17 and measurements that have some

similarities to fair value but are not fair value, such as net realizable value in Ind AS 2 or value in

use under Ind AS 36. In addition, for financial reporting purposes, fair value measurements are

categorized into Level 1,2, or 3 based on the degree to which the inputs to the fair value

measurements are observable and the significance of the inputs to the fair value measurements in

its entirety, which are described as follows:

New Opportunity Consultancy Private Limited Notes to Consolidated Financial Statements for the year ended 31st March, 2020

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities

that the entity can access at the measurement date;

• Level 2 inputs are inputs, other than quoted prices included within level 1, that are observable

for the asset or liability, either directly or indirectly; and

• Level 3 inputs are unobservable inputs for the asset or liability.

iii. Use of Estimates:

The preparation of Consolidated Financial Statements is in conformity with generally accepted

accounting principles which require the management of the Group to make judgements, estimates

and assumptions that affect the reported amount of revenues, expenses, assets and liabilities and

disclosure of contingent liabilities at the end of the reporting period. Although these estimates are

based upon the management’s best knowledge of current events and actions, uncertainty about

these assumptions and estimates could result in the outcomes requiring a material adjustment to

the carrying amounts of assets or liabilities in future period. Appropriate changes in estimates are

made as management becomes aware of changes in circumstances surrounding the estimates.

Application of accounting policies that require significant accounting estimates involving complex

and subjective judgments and the use of assumptions in these financial statements have been

disclosed separately under the heading “Significant accounting Judgements, estimates and

assumption”.

iv. Current versus non-current classification

The entity presents assets and liabilities in the balance sheet based on current/ non-current

classification.

An asset is classified as current, when:

• It is expected to be realised or intended to be sold or consumed in normal operating cycle.

• It is held primarily for the purpose of trading.

• It is expected to be realised within twelve months after the reporting period, or

• It is cash or cash equivalent unless restricted from being exchanged or used to settle a liability

for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current, when:

• It is expected to be settled in normal operating cycle.

• It is held primarily for the purpose of trading.

• It is due to be settled within twelve months after the reporting period, or

• There is no unconditional right to defer the settlement of the liability for at least twelve months

after the reporting period.

The entity classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

New Opportunity Consultancy Private Limited Notes to Consolidated Financial Statements for the year ended 31st March, 2020

v. Principles of Consolidation:

The Consolidated Financial Statements comprise the financial statements of the Company and its

subsidiary as at 31st March 2020. Control is achieved when the Company is exposed, or has rights,

to variable returns from its involvement with the investee and has the ability to affect those returns

through its power over the investee. Specifically, the Company controls an investee if and only if

the Company has:

• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant

activities of the investee)

• Exposure, or rights, to variable returns from its involvement with the investee, and

• The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights result in control. To support this

presumption and when the Company has less than majority of the voting or similar rights of an

investee, the Company considers all relevant facts and circumstances in assessing whether it has

power over an investee, including:

• The contractual arrangement with the other vote holders of the investee

• Rights arising from other contractual arrangements

• The Company’s voting rights and potential voting rights

The Company re-assesses whether or not it controls an investee if facts and circumstances indicate

that there are changes to one or more of the three elements of control listed above. Consolidation

of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the

Company loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary

acquired or disposed of during the year are included in the consolidated financial statements from

the date the Group gains control until the date the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity

holders of the parent of the Group and to the non-controlling interests, even if this results in the

non-controlling interests having a deficit balance. When necessary, adjustments are made to the

financial statements of subsidiaries to bring their accounting policies into line with the Group’s

accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows

relating to transactions between members of the Group are eliminated in full on consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an

equity transaction. If the Group loses control over a subsidiary, it:

• Derecognises the assets (including goodwill) and liabilities of the subsidiary

• Derecognises the carrying amount of any non-controlling interests

• Derecognises the cumulative translation differences recorded in equity

• Recognises the fair value of the consideration received

• Recognises the fair value of any investment retained

• Recognises any surplus or deficit in profit or loss

• Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or

retained earnings, as appropriate, as would be required if the Group had directly disposed of the

related assets or liabilities.

New Opportunity Consultancy Private Limited Notes to Consolidated Financial Statements for the year ended 31st March, 2020

vi. Foreign currency transactions

Functional and presentation currency

The Group’s consolidated financial statements are presented in Indian Rupee in lakhs which is also

the functional and presentation currency of the parent company. All amounts have been rounded-

off to the nearest rupee in thousands.

(a) Initial recognition

Foreign currency transactions are recorded in the functional currency, by applying to the exchange

rate between the functional currency and the foreign currency at the date of the transaction.

(b) Conversion

Foreign currency monetary items are converted to functional currency using the closing rate. Non-

monetary items denominated in a foreign currency which are carried at historical cost are reported

using the exchange rate at the date of the transaction; and non-monetary items which are carried

at fair value or any other similar valuation denominated in a foreign currency are reported using

the exchange rates that existed when the values were determined.

Exchange differences arising on monetary items on settlement, or restatement as at reporting

date, at rates different from those at which they were initially recorded, are recognized in the

Statement of Profit and Loss in the year in which they arise.

vii. Property, Plant and Equipment:

Property, Plant and Equipment (PPE), being fixed assets are tangible items that are held for use in

supply of services or for administrative purposes and are expected to be used for more than a

period of twelve months. They are measured at cost less accumulated depreciation and any

accumulated impairment. Cost comprises of the purchase price including import duties and non-

refundable purchase taxes after deducting trade discounts and rebates and any costs attributable

to bringing the asset to the location and condition necessary for it to be capable of operating in

the manner intended by the Management.

Depreciation on Property, Plant and Equipment (PPE) are provided under straight line method as

per the useful lives and manner prescribed under Schedule II to the Companies Act, 2013, except

leasehold buildings under operating lease arrangements, which are amortised over the leasehold

period. The management believes that the estimates useful life as per the provisions of Schedule

II to the Companies Act, 2013 would reflect approximation of the period over which the assets are

likely to be used.

Where the cost of a part of the PPE is significant to the total cost of the PPE and if that part of the

PPE has a different useful life than the main PPE, the useful life of that part is determined

separately for depreciation.

The Group has used the following useful lives to provide depreciation on its Property, Plant and

Equipment:

Class of Assets Useful Lives

Furniture and fixtures 10 years

Office equipments 5 years

New Opportunity Consultancy Private Limited Notes to Consolidated Financial Statements for the year ended 31st March, 2020

Vehicles 8 years

Computers 3 years

Improvements to Leasehold Buildings are amortized as depreciation over the lease period, which

is considered as the estimated useful life by the management.

The depreciation method applied to an asset is reviewed at each financial year-end and if there

has been a significant change in the expected pattern of consumption of future economic benefits

embodied in the asset, depreciation is charged prospectively to reflect the changed pattern.

The carrying amount of an item of PPE is derecognised on disposal or when no future economic

benefits are expected from its use or disposal. Gains or losses arising from de-recognition of

Property, Plant and equipment are measured as the difference between the net disposal proceeds

and the carrying amount of the asset and are recognized in the Statement of Profit and Loss when

the asset is de-recognised.

viii. Intangible assets and amortisation:

An intangible asset is an identifiable non-monetary asset without physical substance.

Intangible assets are recognised only if it is probable that future economic benefits that are

attributable to the asset will flow to the enterprise and the cost of the asset can be measured

reliably.

Computer software licenses are capitalised on the basis of costs incurred to acquire and bring to

use the specific software. Operating software is capitalised and amortised along with the related

fixed asset.

The Group has used the following useful lives to amortise its intangible assets:

Class of Assets Useful Lives

Computer software 3 Years

ix. Impairment of Non-Financial assets:

The Group periodically assesses whether there is any indication that an asset or a group of assets

comprising a cash generating unit may be impaired. If any such indication exists, the Group

estimates the recoverable amount of the asset. For an asset or group of assets that does not

generate largely independent cash inflows, the recoverable amount is determined for the cash-

generating unit to which the asset belongs. If such recoverable amount of the asset or the

recoverable amount of the cash generating unit to which the asset belongs is less than its carrying

amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an

impairment loss and is recognized in the Statement of Profit and Loss. If at the balance sheet date

there is an indication that if a previously assessed impairment loss no longer exists, the recoverable

amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum

of depreciable historical cost. An impairment loss is reversed only to the extent that the amount

of asset does not exceed the net book value that would have been determined if no impairment

loss had been recognized.

New Opportunity Consultancy Private Limited Notes to Consolidated Financial Statements for the year ended 31st March, 2020

x. Business Combinations:

A common control business combination, involving entities or businesses in which all the combining

entities or businesses are ultimately controlled by the same party or parties both before and after

the business combination and where the control is not transitory, is accounted for using the pooling

of interests method.

Other business combinations, involving entities or businesses are accounted for using acquisition

method.

xi. Financial instruments:

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial

liability or equity instrument of another entity.

1. Financial assets

Initial recognition and measurement

All financial assets are recognized initially at fair value plus, in the case of financial assets not

recorded at fair value through profit or loss, transaction costs that are attributable to the

acquisition of the financial asset. Purchases or sales of financial assets that require delivery of

assets within a time frame established by regulation or convention in the market place (regular

way trades) are recognized on the trade date, i.e., the date that the Group commits to purchase

or sell the asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

• Debt instruments at Amortized Cost

• Debt instruments at Fair Value through Other Comprehensive Income (FVTOCI);

• Debt instruments and equity instruments at Fair Value through Statement of Profit and Loss

(FVTPL);

• Equity instruments measured at Fair Value through Other Comprehensive Income (FVTOCI).

Debt instruments at amortized cost:

A ‘debt instrument’ is measured at the amortized cost if both the following conditions are met:

• The asset is held within a business model whose objective is to hold assets for collecting

contractual cash flows, and

• Contractual terms of the asset give rise on specified dates to cash flows that are solely

payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortized cost using

the effective interest rate (EIR) method. Amortized cost is calculated by taking into account any

discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR

amortization is included in finance income in the profit or loss. The losses arising from impairment

are recognized in the profit or loss. This category generally applies to trade and other receivables.

New Opportunity Consultancy Private Limited Notes to Consolidated Financial Statements for the year ended 31st March, 2020

Debt instrument at FVTOCI:

A ‘debt instrument’ is classified as at the FVTOCI if both of the following criteria are met:

• The objective of the business model is achieved both by collecting contractual cash flows

and selling the financial assets, and

• The asset’s contractual cash flows represent SPPI.

Debt instruments included within the FVTOCI category are measured initially as well as at each

reporting date at fair value. Fair value movements are recognized in the other comprehensive

income (OCI).

Debt instrument at FVTPL:

FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the

criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL. Debt

instruments included within the FVTPL category are measured at fair value with all changes

recognized in the Statement of Profit and Loss.

In addition, the Group may elect to designate a debt instrument, which otherwise meets amortized

cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or

eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’).

Equity investments (other than investments in subsidiaries and joint ventures):

All equity investments within the scope of Ind AS 109,’ Financial Instruments’, are measured at

fair value either through Statement of Profit and Loss or other comprehensive income. The Group

makes an irrevocable election to present in OCI the subsequent changes in the fair value on an

instrument-by-instrument basis. The classification is made on initial recognition.

If the Group decides to classify an equity instrument as at FVOCI, then all fair value changes on

the instrument, excluding dividends, impairment gains or losses and foreign exchange gains and

losses, are recognized in the OCI. Any gains or losses on de-recognition is recognized in the OCI

and are not recycled to the Statement of Profit and Loss.

Equity instruments included within the FVTPL category are measured at fair value with all changes

recognized in the Statement of Profit and Loss.

De-recognition of Financial Assets:

A financial asset (or, where applicable, a part of a financial asset or part of a Group of similar

financial assets) is primarily de-recognized when:

• The rights to receive cash flows from the asset have expired, or

• The Group has transferred its rights to receive cash flows from the asset or has assumed an

obligation to pay the received cash flows in full without material delay to a third party under

a ‘pass-through’ arrangement and either (a) the Group has transferred substantially all the

risks and rewards of the asset, or (b) the Group has neither transferred nor retained

substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into

a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards

of ownership. When it has neither transferred nor retained substantially all of the risks and rewards

New Opportunity Consultancy Private Limited Notes to Consolidated Financial Statements for the year ended 31st March, 2020

of the asset, nor transferred control of the asset, the Group continues to recognize the transferred

asset to the extent of the Group’s continuing involvement. In that case, the Group also recognizes

an associated liability. The transferred asset and the associated liability are measured on a basis

that reflects the rights and obligations that the Group has retained.

2. Financial Liabilities

Initial recognition and measurement

All financial liabilities are recognized initially at fair value and transaction cost (if any) that is

attributable to the acquisition of the financial liabilities is also adjusted.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

a. Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at

amortized cost using the Effective Interest Rate (EIR) method. Gains and losses are recognized in

profit or loss when the liabilities are de-recognized as well as through the EIR amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and

fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs

in the Statement of Profit and Loss.

b. Trade and other payables

These amounts represent liabilities for goods or services provided to the Group which are unpaid

at the end of the reporting period. Trade and other payables are presented as current liabilities

when the payment is due within a period of 12 months from the end of the reporting period. For

all trade and other payables classified as current, the carrying amounts approximate fair value due

to the short maturity of these instruments. Other payables falling due after 12 months from the

end of the reporting period are presented as non-current liabilities and are measured at amortized

cost unless designated as fair value through profit and loss at the inception.

c. Other financial liabilities at fair value through profit or loss:

Financial liabilities at fair value through profit or loss include financial liabilities held for trading

and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Gains or losses on liabilities held for trading are recognized in the profit or loss.

Financial guarantee contracts:

A financial guarantee contract is a contract that requires the issuer to make specified payments to

reimburse the holder for a loss it incurs because a specified debtor fails to make payment when

due in accordance with the terms of a debt instrument.

Financial guarantee contracts issued by the Group are initially measured at their fair values and

are subsequently measured at the higher of:

- The amount of loss allowance determined in accordance with impairment requirements of Ind

AS 109; and

- The amount initially recognized less, when appropriate, the cumulative amount of income

recognized in accordance with the principles of Ind AS 18.

New Opportunity Consultancy Private Limited Notes to Consolidated Financial Statements for the year ended 31st March, 2020

De-recognition of Financial Liabilities:

A financial liability is de-recognized when the obligation under the liability is discharged or

cancelled or expires. When an existing financial liability is replaced by another from the same

lender on substantially different terms, or the terms of an existing liability are substantially

modified, such an exchange or Modification is treated as the de-recognition of the original liability

and the recognition of a new liability. The difference in the respective carrying amounts is

recognized in the Statement of Profit and Loss.

3. Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance

sheet if there is a currently enforceable legal right to offset the recognized amounts and there is

an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

4. Compound Financial Instruments:

A financial instrument that comprises of both the liability and equity components are accounted

as compound financial instruments. The fair value of the liability component is separated from the

compound instrument and is subsequently measured at amortized cost. The residual value is

recognized as equity component of other financial instrument and is not re-measured after initial

recognition.

The transaction costs related to compound instruments are allocated to the liability and equity

components in the proportion to the allocation of gross proceeds. Transaction costs related to

equity component is recognized directly in equity and the cost related to liability component is

included in the carrying amount of the liability component and amortized using effective interest

method.

xii. Impairment of Financial assets:

The Group assesses at each date of balance sheet whether a financial asset or a group of financial

assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss

allowance. The Group recognizes lifetime expected losses for all contract assets and / or all trade

receivables that do not constitute a financing transaction. For all other financial assets, expected

credit losses are measured at an amount equal to the 12-month expected credit losses or at an

amount equal to the life time expected credit losses, if the credit risk on the financial asset has

increased significantly since initial recognition.

xiii. Fair value measurement:

The Group measures financial instruments at fair value at each balance sheet date. Fair value is

the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date. The fair value measurement is

based on the presumption that the transaction to sell the asset or transfer the liability takes place

either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or

liability.

The principal or the most advantageous market must be accessible by the Group.

New Opportunity Consultancy Private Limited Notes to Consolidated Financial Statements for the year ended 31st March, 2020

The fair value of an asset or a liability is measured using the assumptions that market participants

would use when pricing the asset or liability, assuming that market participants act in their

economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability

to generate economic benefits by using the asset in its highest and best use or by selling it to

another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which

sufficient data are available to measure fair value, maximizing the use of relevant observable

inputs and minimizing the use of unobservable inputs. All assets and liabilities for which fair value

is measured or disclosed in the financial statements are categorized within the fair value hierarchy,

described as follows, based on the lowest level input that is significant to the fair value

measurement as a whole:

• Level 1: Quoted (unadjusted) market prices in active markets for identical assets or

liabilities;

• Level 2: Valuation techniques for which the lowest level input that is significant to the fair

value measurement is directly or indirectly observable, or

• Level 3: Valuation techniques for which the lowest level input that is significant to the fair

value measurement is unobservable.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the

Group determines whether transfers have occurred between levels in the hierarchy by re-assessing

categorization (based on the lowest level Input that is significant to the fair value measurement as

a whole) at the end of each reporting period.

xiv. Revenue Recognition:

a. Revenue from Operations

Income from product delivery and services from banks in the capacity of Business Correspondent

are recognized on accrual when the Group’s performance obligation is satisfied.

b. Interest Income:

Interest income, including income arising from other financial instruments, is recognised using the

effective interest rate (EIR) method. EIR is the rate that exactly discounts the estimated future

cash payments or receipts over the expected life of the financial instrument or a shorter period,

where appropriate, to the gross carrying amount of the financial asset or to the amortized cost of

a financial. When calculating the effective interest rate, the Group estimates the expected cash

flows by considering all the contractual terms of the financial instrument but does not consider the

expected credit losses. Interest income is included in finance income in the Statement of Profit

and Loss. The expected cash flows are reassessed on a yearly basis and changes, if any, are

accounted prospectively.

New Opportunity Consultancy Private Limited Notes to Consolidated Financial Statements for the year ended 31st March, 2020

c. Other Operating Revenue:

Other Operating revenue comprises income from ancillary activities incidental to the operations of

the Group and are recognized when the right to receive the income is established as per the terms

of the contract.

d. Dividend income:

Dividend income from investments is recognised when the Group’s right to receive payment has

been established (provided that it is probable that the economic benefits will flow to the Group

and the amount of income can be measured reliably).

xv. Leases:

Effective April 1, 2019, the Group has adopted Ind AS 116 “Leases”. Leases are classified as finance

leases whenever the terms of the lease transfer substantially all the risks and rewards incidental

to ownership to the lessee. All other leases are classified as operating leases.

As a lessee

The Group’s lease asset classes primarily consist of leases for land and buildings. The Group

assesses whether a contract contains a lease, at inception of the contract. Ind AS 116 defines a

lease as a contract, or a part of a contract, that conveys the right of use an asset (the underlying

asset) for a period of time in exchange of consideration. To assess whether as contract conveys the

right to control the use of an identified asset, the Group assesses whether: (i) the contract involves

the use of an identified asset; (ii) the Group has substantially all of the economic benefits from

use of the asset through the period of the lease and (iii) the Group has the right to direct the use

of the asset.

At the date of commencement of the lease, the Group recognizes a right-of-use asset and a

corresponding lease liability for all lease arrangements in which it is a lessee, except for leases

with a term of twelve months or less (short term leases) and low value leases. For these short-term

and low value leases, the Group recognizes the lease payments as an operating expenses on a

straight line basis over the term of the lease.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the

lease liability adjusted for any lease payments made at or prior to the commencement date of the

lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost

less accumulated depreciation and impairment losses. Right-of-use assets are depreciated from the

commencement date on straight line basis over the shorter of the lease term and useful life of the

underlying assets.

As a lessor

Lease for which the Group is a lessor is classified as finance or operating lease. Whenever the terms

of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract

is classified as a finance lease. All other leases are classified as operating leases. For operating

leases, rental income is recognized on straight line basis over the term of the relevant lease.

New Opportunity Consultancy Private Limited Notes to Consolidated Financial Statements for the year ended 31st March, 2020

xvi. Employee benefits

1. Short Term and other long term employee benefits:

A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual

leave and sick leave in the period the related service is rendered at the undiscounted amount of

the benefits expected to be paid in exchange for that service.

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted

amount of the benefits expected to be paid in exchange for the related service.

Liabilities recognized in respect of other long-term employee benefits are measured at the present

value of the estimated future cash outflows expected to be made by the Group in respect of

services provided by employees up to the reporting date.

Compensated leave absences are encashed by employees at year end and no carry forward of leave

is permitted as per the leave policy.

2. Post-Employment Benefits

a. Defined Contribution Plans

A defined contribution plan is a post-employment benefit plan under which the Group pays

specified contributions to a separate entity. The Group makes specified monthly contributions

towards Provident Fund and Superannuation Fund. The Group’s contribution is recognized as an

expense in the Statement of Profit and Loss during the period in which the employee renders the

related service.

b. Defined Benefit Plans

For defined benefit retirement plans, the cost of providing benefits is determined using the

projected unit credit method, with actuarial valuations being carried out at the end of each annual

reporting period. Re-measurement, comprising actuarial gains and losses, the effect of the changes

to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected

immediately in the statement of financial position with a charge or credit recognized in OCI in the

period in which they occur. Re-measurement recognized in other comprehensive income is

reflected immediately in retained earnings and will not be reclassified to profit or loss. Past service

cost is recognized in profit or loss in the period of a plan amendment.

xvii. Borrowing costs:

Borrowing costs directly attributable to acquisition/ construction of qualifying assets are

capitalized until the time all substantial activities necessary to prepare the qualifying assets for

their intended use are complete. A qualifying asset is one that necessarily takes substantial period

of time to get ready for its intended use/ sale. All other borrowing costs are charged to the

Statement of Profit and Loss.

xviii. Provisions:

A provision is recognized when an enterprise has a present obligation (legal or constructive) as

result of past event and it is probable that an outflow of embodying economic benefits of resources

will be required to settle a reliably assessable obligation. Provisions are determined based on best

New Opportunity Consultancy Private Limited Notes to Consolidated Financial Statements for the year ended 31st March, 2020

estimate required to settle each obligation at each balance sheet date. If the effect of the time

value of money is material, provisions are discounted using a current pre-tax rate that reflects,

when appropriate, the risks specific to the liability. When discounting is used, the increase in the

provision due to the passage of time is recognized as a finance cost.

xix. Contingent liabilities and Contingent Assets:

A contingent liability is a possible obligation that arises from past events whose existence will be

confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the

control of the Group or a present obligation that is not recognized because it is not probable that

an outflow of resources will be required to settle the obligation. A contingent liability also arises

in extremely rare cases where there is a liability that cannot be recognized because it cannot be

measured reliably. The Group does not recognize a contingent liability but discloses its existence

in the financial statements.

Contingent Assets are not recognized but are disclosed when the inflow of economic benefits are

probable.

xx. Earnings per share:

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable

to equity shareholders by the weighted average number of equity shares outstanding during the

period. Partly paid equity shares (if any) are treated as a fraction of an equity share to the extent

that they were entitled to participate in dividends relative to a fully paid equity share during the

reporting period. The weighted average number of equity shares outstanding during the period is

adjusted for events of bonus issue; bonus element in a rights issue to existing shareholders; share

split; and consolidation of shares if any.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period

attributable to equity shareholders and the weighted average number of shares outstanding during

the period are adjusted for the effects of all dilutive potential equity shares.

xxi. Taxes on Income:

Tax expense comprises of current and deferred tax.

a. Current income tax:

Current income tax assets and liabilities are measured at the amount expected to be recovered

from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount

are those that are enacted or substantively enacted, at the reporting date.

Current income tax relating to items recognized directly in equity is recognized in other

comprehensive income / equity and not in the Statement of Profit and Loss. Management

periodically evaluates positions taken in the tax returns with respect to situations in which

applicable tax regulations are subject to interpretation and establishes provisions where

appropriate.

New Opportunity Consultancy Private Limited Notes to Consolidated Financial Statements for the year ended 31st March, 2020

b. Deferred tax:

Deferred tax is provided on temporary differences between the tax bases of assets and liabilities

and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets

are recognized for all deductible temporary differences, the carry forward of unused tax credits

and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that

taxable profit will be available against which the deductible temporary differences, and the carry

forward of unused tax credits and unused tax losses can be utilized.

The carrying amount of deferred tax assets are reviewed at each reporting date and reduced to

the extent that it is no longer probable that sufficient taxable profit will be available to allow all

or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed

at each reporting date and are recognized to the extent that it has become probable that future

taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the

year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that

have been enacted or substantively enacted at the reporting date.

c. Minimum Alternate Tax:

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic

benefits in the form of adjustment to future income tax liability, is considered as an asset if there

is convincing evidence that the Group will pay normal income tax. The carrying amount of MAT is

reviewed at each reporting date and asset will be written down to the extent the Group’s right of

adjustment would lapse.

Accordingly, MAT is recognized as an asset in the Balance Sheet when it is highly probable that

future economic benefit associated with it will flow to the Group.

xxii. Cash and Cash Equivalent:

Cash and cash equivalent for the purposes of Cash Flow Statement comprise cash at bank and in

hand and short-term deposits with an original maturity of three months or less, which are subject

to insignificant risk of changes in value.

Significant accounting Judgments, estimates and assumptions:

The preparation of financial statements in conformity with the recognition and measurement

principles of Ind AS requires management to make judgments, estimates and assumptions that

affect the reported balances of revenues, expenses, assets and liabilities and the accompanying

disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and

estimates could result in outcomes that require a material adjustment to the carrying amount of

assets or liabilities affected in future periods.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to

accounting estimates are recognized in the period in which the estimate is revised if the revision

affects only that period or in the period of the revision and future periods if the revision affects

both current and future periods.

New Opportunity Consultancy Private Limited Notes to Consolidated Financial Statements for the year ended 31st March, 2020

The following are the areas of estimation uncertainty and critical judgments that the

management has made in the process of applying the Group’s accounting policies:

a) Recognition of deferred tax assets:

The extent to which deferred tax assets can be recognized is based on an assessment of the

probability of the future taxable income against which the deferred tax assets can be utilized.

b) Provision and contingent liability:

On an ongoing basis, the Group reviews pending cases, claims by third parties and other

contingencies. For contingent losses that are considered probable, an estimated loss is recorded

as an accrual in financial statements. Loss contingencies that are considered possible are not

provided for but disclosed as Contingent liabilities in the financial statements. Contingencies, the

likelihood of which is remote, are not disclosed in the financial statements.

c) Useful lives of depreciable assets:

Management reviews the useful lives of depreciable assets at each reporting. As at March 31, 2019

management assessed that the useful lives represent the expected utility of the assets to the

Group. Further, there is no significant change in the useful lives as compared to previous year.

d) Evaluation of indicators for impairment of assets:

The evaluation of applicable indicators of impairment of assets requires assessment of several

external and internal factors which could result in deterioration of recoverable amount of the

assets.

e) Defined benefit obligation:

Management’s estimate of the Defined Benefit obligation is based on a number of underlying

assumptions such as standard rates of inflation, mortality, discount rate and anticipation of future

salary increases. Variation in these assumptions may impact the obligation amount and the annual

defined benefit expenses.

f) Fair value measurements:

Management applies valuation techniques to determine the fair value of financial instruments

(where active market quotes are not available). This involves developing estimates and

assumptions consistent with how market participants would price the instrument.